SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JULY 31, 2004

COMMISSION FILE NUMBER _________

BUSINESSWAY INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

FLORIDA 980215778

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

1480 RUE BÉGIN, SAINT-LAURENT, QUEBEC, CANADA, H4R 1X1 (514) 990-4242

(Address and telephone number of principal executive offices)

N/A

-----------------------------------------------------------

(Former Name or Former Address, if changed since last Report)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title Of Each Class: None

Name Of Each Exchange On Which Registered: None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common stock, par value $0.001

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

(1) Yes [ X ] No [ ]

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

State Issuer's revenues for its most recent fiscal year: July 31, 2004 - $0

State the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days. There are approximately 23,219,793 shares of common voting stock of the Company held by non-affiliates. At July 31, 2004 - $278,637. This valuation is based upon the average of the bid prices for shares of common stock of the Registrant on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the "NASD") at July 31, 2004.

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

N/A

(APPLICABLE ONLY TO CORPORATE ISSUERS)

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

76,035,867 Common Stock, par value $0.001, shares issued and outstanding and 10,000,000 Class "A" Special Voting Shares as at July 31, 2004.

DOCUMENTS INCORPORATED BY REFERENCE

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

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

PART I
ITEM 1. DESCRIPTION OF BUSINESS
YEAR ENDED JULY 31, 2004 History and Description: BusinessWay International Corporation ("BusinessWay"). The Company was organized on October 30, 1980, under the laws of the State of Florida as C.N.W. Corp. On February 1, 1981, the Company issued 1,000 shares of its $1 par value common stock for services of $1,000. The Company did not have any activity before 1998 and, accordingly, commencement of its development stage is considered to be at the beginning of 1998. On July 21, 1998, the Company increased its capitalization from 1,000 common shares to 50,000,000 common shares. The par value was changed from $1 to $0.001. On July 21, 1998, the Company changed its name to C.N.W of Orlando Inc., and on December 28, 1998 it changed its name to GlobalNetCare, Inc. The company's direction and sole activities were to operate in Canada with the creation of wholly owned subsidiary Canadian subsidiary corporations. On February 3, 1998, the Company incorporated its wholly owned subsidiary, 3423336 Canada Ltd., a Canadian company, to develop a medical Website. However, the anticipated plans and operations of the Company for its medical Website have not and will not be achieved or pursued further. Due to its inability to generate sufficient revenues from these operations, the management had decided to pursue a different course and line of business. The Corporation today, does not operate the medical Website on a scaled down basis until a merger or new business opportunity could be located. With the completion of the acquisition of Cor-Bit Peripherals Inc. and BusinessWay Computer Centers Inc. on September 12, 2000 (the "Acquisition"), the Company was no longer be considered a development stage enterprise. The acquisition included the incorporation of another wholly owned subsidiary, 3739007 Canada Ltd., for the purpose of acquiring 100% control of all issued and outstanding shares of Cor-Bit Peripherals Inc. and BusinessWay Computer Centers Inc. Under this share Exchange Agreement, the Company acquired the shares of Cor-Bit Peripherals Inc. and BusinessWay Computer Center Inc. in exchange of 40,000,000 exchangeable Preferred Shares (the "Preferred Shares") of 3739007 Canada Ltd. (which are exchangeable for the same number of shares of the Company's common stock), and 37,923,891 Class A Special Voting Shares in the capital of the Company (the "Special Voting Shares"). The Special Voting Shares were issued to the principal owners of the acquired companies. The principals of BusinessWay retained BusinessWay's franchise retail operations, as the retail operations of BusinessWay were not included under the terms of the Acquisition. At the closing date of acquisition, a new Board of Directors was formed consisting of the principals of BusinessWay, Cor-Bit as well as one former director of the company were put into place to lead the company in its new business direction. The company comprising of wholly owned subsidiaries and with it's sole operation in Canada had now been diversified into three distinct divisions. The three divisions are personal computers manufacturing, retail store operations and franchising and the third division is the business-to-business (B2B) internet software programming and (B2B) Research and Development. The personal computer manufacturer / assembler division operated by Cor-Bit Peripherals Inc. ("Cor-Bit") was the only Canadian subsidiary operating and had an income stream. Cor-Bit sold personal computers to BusinessWay's independent franchise retail stores operations. The internet software research development (B2B) was produced manufactured under Cor-Bit in early years had developed an internet-based software including a new business-to-business model, data base search software, and an access-based inventory management software link. BusinessWay Computer Centers inc. is a non-operating subsidiary and the sole purpose of the company which owns the website, "www.businessway.com" (the "BusinessWay Website"), this site is to be used as a multiple e-business site for the computer retail operations for the line of computers. The medical website developed under 3423336 Canada Ltd. has remained inactive as a corporation but many investments made in the research and development stages of the company remain. This corporation with its history of developments in the medical website arena remains today the company foundation for all future internet-based application of the medical Website. On January 31, 2001 GlobalNetCare changed its name to BusinessWay International Corporation. The name change took effect at the opening for trading on the OTC Bulletin Board on Thursday, February 8, 2001 under the new stock symbol "BITL". The Corporation's new CUSIP number is .12329Y 10 4. See the Form 8-K which have been previously filed with the Securities and Exchange Commission and which are incorporated herein by this reference. See Part III, Item 13. BusinessWay also increased its authorized capital from 100,000,00 shares of $0.001 par value common stock and 40,000,000 Class A Special Voting shares, without par value, to 300,000,000 shares of $0.001 par value common stock and 120,000,000 Class A Special Voting Shares, without par value, (the "Capital Increase"). See the Form DEF 14C which have been previously filed with the Securities and Exchange Commission and which are incorporated herein by this reference. See Part III, Item 13. In March 2001, BusinessWay acquired through its wholly owned Canadian subsidiary Cor-Bit Peripherals Inc., the company BusinessWay Group Inc. ("BusinessWay Group"). BusinessWay Group operates as the master franchiser of seven independent retail computer stores located in the province Quebec. The company acquired 100% of the issued and outstanding common stock of BusinessWay Group Inc. by a unanimous vote and resolution of the board of directors of the company. This acquisition includes all the assets and assumption of all liabilities of the acquired company. The assets includes the master franchiser rights, contracts, the BusinessWay retail operation system and documentation, and the two retail stores situated in the Greater Montreal Region. With the unforeseen downturn in the economy and computer industry as well as major price-cutting by competitors, the company was required to restructure and streamline certain operations. The independent franchise of existing retail stores put a major strain and load on the operations of Cor-Bit and BusinessWay Group. The relationship with the independent retailers deteriorated and management was faced with many restructuring and streamlining. The economic situation and competitiveness of the current PC industry, management believes that this restructuring of all the registrant's wholly owned Canadian subsidiaries and reorienting the business objectives of each to suit the competitive nature of the information technology sector. The company pursued a different direction to the way the PC business was in the future. The company adopted a new direction of "Corporately owned and operated retail stores". The techniques and application of the B2B system software was key in successfully implementing the new computer division strategy. Management in it's continued pursuit of new business opportunities has on April 5, 2002 signed a Letter of Intent with Pourslo International Development Inc., an environmental and power plant "waste to energy" corporation. This would add a new business division in the environmental energy sector. Once concluded, this business opportunity allows the company to diversify operations by capitalizing on this emerging environmental industry. More specifically the company would be setting up projects and installations of power plant. LETTER OF INTENT - POURSLO INTERNATIONAL DEVELOPMENT INC. On April 5, 2002, the Company signed a Letter of Intent, pursuant to which it agreed to acquire the assets (the "Acquisition") of all the rights, new contracts, power plant technology know-how, as well as the present key personnel of Pourslo International Development Inc. ("Pourslo"), a privately held company incorporated under the laws of Quebec and Canada. Mr. Lakhmiri and Mr. Dubé are the sole shareholders, officers and directors of Pourslo. The registrant has created a new wholly-owned Canadian subsidiary called WTE Power Corp. ("WTE Power") on June 12, 2002 in order to accommodate the new operations and acquired rights, new contracts, power plant technology know-how, as well as the present key personnel of Pourslo. Pursuant to the agreement, Mr. Lakhmiri will be the President of WTE Power Corp. and Mr. Dubé as the Vice-President and Faris Heddo as the Director. Mr. Lakhmiri would also be will be invited to sit as a Director of the registrant. The principals of Pourslo will retain will retain the rights of the know how related to the "Waste to Energy" process. WTE Power,. will be given unconditional use and rights in the exploitation and installation of the "Waste to Energy" Technology and Process at no additional cost or royalties. Pourslo is a Canadian project development company who has the intention to patent some highly specialized process of "Waste to Energy" ("WTE") electrical power generation systems and equipment. Pourslo has been actively involved in research and development in this field for more than 25 years. Pourslo has signed several agreements with customers for the sale of this biomass energy to be produced from its WTE biomass power generation technology. Pourslo has also signed several electrical sales contracts, landfill use and lease agreements, landfill agreements and is in the process to undertake the construction project of a landfill facility located in the Province of Quebec. Pourslo has also signed and acquired a biomass power plant contract while on the Team Canada 2001 Trade mission to China that stipulates Pourslo to oversee, develop and install a biomass power plant project in the city of Dunhua, Jilin Province, China. Closing of the Acquisition is subject to a number of conditions, the board of directors of the registrant has successfully and satisfactory completed and has approved the completion of the due diligence review of the business and affairs of Pourslo by the Company; and preparation and execution of formal documentation in connection with the Acquisition. As of July 31, 2004, the acquisition had not been completed.
COMPUWAY CORPORATE RETAIL STORES BANNER
Management foresaw a need for a new retail banner, "CompuWay" was created as the new concept corporate retail store of the future for the company. In the process of restructuring the operations, of Cor-Bit were wound up at the end of May 2002 and subsequently, Le Groupe BusinessWay Inc. also followed suit by the end of July 2002. The wholly owned subsidiary, 3739007 Canada Ltd., was poised and final preparations for the start of a new banner and operations. August 1 2002 marks the beginning of the first "CompuWay" retail store. The first retail store was opened in August 2002 in Ile Perrot, Quebec, the second store converted to the CompuWay Banner was the 1400 Sauve, Montreal, the third store acquired is the downtown Montreal, and the fourth retail store location opened is in Dollard-Des-Ormeaux, Quebec. The company structure in November 2002 operated four corporate retail store locations. Theses products sold by the CompuWay retail centers include a line of custom computer systems, Notebooks, monitors, Storage Devices, Printers and a wide range of peripherals.  In order to increase revenue and market share, the Company had planned on the distribution chain to acquire already existing computer stores to join the CompuWay banner. This action was expected to increase sales for the Company since it can convert only strategic stores and the company will have a better market strong hold with it's own corporately operated retail store. CompuWay's network of corporate retail stores with its established B2B (business to business) solution software that provided real-time product procurement and order tracking for a just-in-time delivery. Unfortunately the company's computer subsidiaries continued to struggle and faced with ever growing and stiff completion the company was not able to raise sufficient capital to continue with the Computer division. On April 28 2003 the company's annual shareholders meeting was held and a vote by the majority shareholders at the meeting voted and approved the sale of the computer division namely "3739007 Canada Inc" and it's canadian subsidiaries and that the corporation authorised it's directors to negotiate and settle all lease obligations and with certain creditors with an equity for debts agreements. On May 2, 2003 management approved the sale of the company's wholly-owned Canadian subsidiary, 3739007 Canada Ltd. and all of 3739007 wholly owned subsidiaries. With this sale the company completely and terminated all it's business interest and activities in the the PC business namely the CompuWay banner stores. The company retained all the RAMS software and the Internet software and medical website division. The company had entered into a management employment agreement with Mr. Fabrice Zambito on June 13, 2003 and subsequently on July 11, 2003 with Mr. Dominic Heddo he is to head the development of WTE POWER CORPORATION, the company's wholly-owned Canadian subsidiary and he is to act as chairperson of the Energy and Scientific Advisory Board. DOMINIC HEDDO, B.Sc., has over 39 years of international experience in the field of ORGANIC CHEMISTRY, THERMO ENERGY and PLASTICS. He has many years of experience in business, finance and leading private companies. He will oversee the BUSINESS and SCIENTIFIC DEVELOPMENT of the Company more specifically as concerns WTE POWER CORPORATION and it's future projects and plans. The corporation had now undergone a complete restructuring and will focus on the development of it's wholly owned subsidiary WTE Power Corp. The change in focus and direction towards the energy sector and divisions should allow the company to raise new capital for it's energy sector projects. The Company is also seeking to grow its business through acquisitions, and joint ventures with others in the energy industry. The company plans to continue to seek out strategic alliances that would have enable it to generate sales either by direct sales or through joint venture projects. As in every business, there is always unforeseen situations that could impact our ability to meet our business objectives.
Description of the Company's Divisions
ENERGY SECTOR - Division On June 13, 2003, Mr. Fabrice Zambito accepted an employment agreement from the issuer to perform the following duties: Fabrice Zambito is to assist in the development of the new energy subsidiary but not as an exclusive and full-time basis WTE POWER CORPORATION. Executive's duties will include management of and responsibility for the Company's finances, accounting and reporting, investor relations, structuring and execution of the financial aspects of the Company's mergers & acquisitions activity. Oversee and organize the restructuring of the issuer's preparation of business plans and direction. Oversee the structuring of the various comittees and building an executive and solid team to manage the new business acquisitions and opportunities for the energy division. The company's plans for the development of the energy sector and the future startup of WTE Power Corp. On July 11, 2003, Dominic Heddo signed a employment agreement and he is to head the development of WTE POWER CORPORATION, the company's wholly-owned Canadian subsidiary and he is to act as chairperson of the Energy and Scientific Advisory Board. DOMINIC HEDDO, B.Sc., has over 39 years of international experience in the field of ORGANIC CHEMISTRY, THERMO ENERGY and PLASTICS. He has many years of experience in business, finance and leading private companies. He will oversee the BUSINESS and SCIENTIFIC DEVELOPMENT of the Company more specifically as concerns WTE POWER CORPORATION and it's future projects and plans. SOFTWARE AND INTERNET - Division INTERNET SOFTWARE DEVELOPMENTS
As the company's internet software division has completed the development of it's company's medical reservation system portal, Management is seeking to partner with or though a joint ventures with others in the internet software industry to market and launch this product. Management is seeking venture capital by means of private placements or other.
BUSINESS TO BUSINESS TECHNOLOGY - SOFTWARE E-commerce solutions, and facilitate the transition of traditional business enterprises into the realm of electronic business. We analyze a company's current operational structure and design a solution that will allow for a seamless transition with little or no interruption in that company's day to day operations. We do this by implementing a networked automation solution, which reduces operating costs and allows for more efficient communications between departments in any given company. Our solution package enables us to either work with an existing infrastructure or build one from the ground up, and allows us to implement functions within almost any existing system. In addition, our packages offer a range of solutions, including dynamic inventory control, purchase forecasting, departmental collaboration and communication and automatic stock replenishment. We offer several services to assist in the implementation of our solutions, including: - requirement assessment, through which the client's needs are assessed; - infrastructure building and networking, through which all products necessary to the operation of the solution are provided; - standardization of corporate image, through assistance in the specification of such things as logos, color schemes and trademarks; and - software development, through which customized software solutions are made available. RESOURCE ACQUISITION MANAGEMENT SYSTEM Our Resource Acquisition Management System ("RAMS") acts as a central nervous system for our clients' business-to-business (B2B) Internet transactions, handling all the tasks involved in day to day dealings 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. There has been no further development of this software and management system was made during the last fiscal year. Former Personal Computer Division All operations of the PC division have been terminated since May 2003. PRINCIPLE PRODUCTS OR SERVICES AND THEIR MARKETS
BusinessWay for the greater part of the fiscal year, has been attempting without sucess to startup the WTE Power Division and to attrack new businee through ventures and acqisitions.We will continue to seek out strategic alliances that will enable us to establish this new division. We will attempt through joint venture projects, and will continue to seek further acquisitions and/or joint ventures with other companies in this field and industry. As in every business, there is always unforeseen situations that could impact our ability to meet our business objectives.
COMPETITION.
In fiscal 2004, there was no operations made in the company or it's subsidiaries. The company and it's subsidiaries had no operations during fiscal year 2004.
EFFECTS OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS
The integrated disclosure system for "small business issuers" adopted by the Securities and Exchange Commission in Release No. 34-30968 and effective as of August 13, 1992, substantially modified the information and financial requirements of a small business issuer, defined to be an issuer that has revenues of less than $25,000,000; is a U.S. or Canadian issuer; is not an investment company; and if a majority-owned subsidiary, the parent is also a small business issuer; provided, however, an entity is not a small business issuer if it has a public float (the aggregate market value of the issuer's outstanding securities held by non-affiliates) of $25,000,000 or more. The Company is a "small business issuer," based upon these guidelines. On the effectiveness of the Company's 10-SB Registration Statement, the Company became subject to the reporting obligations under the Securities Exchange Act of 1934, as amended (the "1934 Act.") These requirements include, among others, that the Company must file with the Securities and Exchange Commission annual reports on Form 10-KSB ("SB" denotes a "small business issuer") that contain audited financial statements; quarterly reports on 10-QSB that contain reviewed financial statements; 8-K Current Reports reporting current material events; and proxy or information statements governed by Regulation 14A or 14C of the Securities and Exchange Commission that are then mailed to stockholders for any matter requiring the vote of consent of stockholders. Principals or 5% stockholders of the Company are also required to report their beneficial ownership and any changes in this ownership on appropriate forms. Directors, executive officers and 10% stockholders are also subject to Section 16(b) of the 1934 Act respecting "short swing" profits. Our common stock is "penny stock" as defined in Rule 3a51-1 of the Securities and Exchange Commission. Penny stocks are stocks: with a price of less than five dollars per share; that are not traded on a "recognized" national exchange; whose prices are not quoted on the NASDAQ automated quotation system; or in issuers with net tangible assets less than $2,000,000, if the issuer has been in continuous operation for at least three years, or $5,000,000, if in continuous operation for less than three years, or with average revenues of less than $6,000,000 for the last three years. Section 15(g) of the Exchange Act and Rule 15g-2 of the Securities and Exchange Commission require broker/dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before making any transaction in a penny stock for the investor's account. You are urged to obtain and read this disclosure carefully before purchasing any of our shares. Rule 15g-9 of the Securities and Exchange Commission requires broker/dealers in penny stocks to approve the account of any investor for transactions in these stocks before selling any penny stock to that investor. This procedure requires the broker/dealer to: get information about the investor's financial situation, investment experience and investment goals; reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor can evaluate the risks of penny stock transactions; provide the investor with a written statement setting forth the basis on which the broker/dealer made his or her determination; and receive a signed and dated copy of the statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment goals. Compliance with these requirements may make it harder for our stockholders to resell their shares.
COST AND EFFECT OF COMPLIANCE WITH ENVIRONMENTAL LAWS
There are no material environmental laws, rules or regulations effecting the present and intended business operations of the Company.
RESEARCH AND DEVELOPMENT EXPENSES
Tthe corporation's research and development division was terminated since fiscal year 2003.Management is seeking venture capital by means of private placement or other. Should additional financing be raised a decision by management will be made to restart this division. In fiscal 2004, there was no research and development expenses made or it's subsidiaries. In fiscal 2004, there was no operations made in the company or it's subsidiaries. The company and it's subsidiaries had no operations during fiscal year 2004.
EMPLOYEES
As of July 31, 2004, the company and it's wholly-owned Canadian subsidiaries had no active employees on payroll. Other than Management, Fabrice Zambito and Dominic Heddo as documented herewithin.
BLUE SKY CONSIDERATIONS
Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, and the Company has no current plans to register or qualify its shares in any state, holders of these shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky restrictions upon the ability of new investors to purchase the securities. These restrictions could reduce the size of any potential market. As a result of recent changes in federal law, non-issuer trading or resale of the Company's securities is exempt from state registration or qualification requirements in most states. However, some states may continue to restrict the trading or resale of blind pool or "blank-check" securities. Accordingly, investors should consider any potential secondary market for the Company's securities to be a limited one.
TAXATION
Federal and state tax consequences will, in all likelihood, be major considerations in any business acquisition or combination the Company may undertake. Typically, these transactions may be structured to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. The Company intends to structure any business combination so as to minimize the federal and state tax consequences to both the Company and the target entity. Management cannot ensure that a business combination will meet the statutory requirements for a tax-free reorganization, or that the parties will obtain the intended tax-free treatment upon a transfer of common shares or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes, which may have an adverse effect on both parties to the transaction. Requirement of Audited Financial Statements may disqualify business opportunity. Management believes that any potential target company must provide audited financial statements for review, and for the protection of all parties to the business acquisition or combination. One or more attractive business opportunities may forego a business combination with the Company, rather than incur the expenses associated with preparing audited financial statements.
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS AND OTHER INFORMATION IN THIS PROSPECTUS BEFORE DECIDING TO PURCHASE SHARES. ANY OF THE FOLLOWING RISKS COULD HAVE A MATERIALLY ADVERSE IMPACT ON OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS OR ON THE VALUE OF OUR SHARES.
GENERAL
GENERAL ECONOMIC CONDITIONS.
In fiscal 2004, there was no operations made in the company or it's subsidiaries. The company and it's subsidiaries had no operations during fiscal year 2004. Our revenue growth and profitability depends on our ability to seek new financial investment.
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.
In fiscal 2004, there was no operations made in the company or it's subsidiaries. The company and it's subsidiaries had no operations during fiscal year 2004. 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. In fiscal 2004, there was no operations made in the company or it's subsidiaries. The company was unable to startup any of it's subsidiaries and was not able to secure any financing. 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 were 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 OUR BUSINESS PLAN. 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 ability to successfully market our products. We have predicted that we will require approximately $1,350,000 over the period ending July 31, 2005 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 WTE Developments; 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 REALIZE ANY 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.
In fiscal 2004, there was no operations made in the company or it's subsidiaries. The company was unable to startup any of it's subsidiaries and was not able to secure any financing.
OUR LIMITED MARKETING AND SALES RESOURCES WILL PREVENT US FROM EFFECTIVELY MARKETING OUR PRODUCTS AND SERVICES.
In fiscal 2004, there was no operations made in the company or it's subsidiaries. The company was unable to startup any of it's subsidiaries and was not able to secure any financing.
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 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 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 our 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 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.
FUTURE OPERATIONS.
We currently are seeking new venture capital or a joint venture. In fiscal 2004, there was no operations made in the company or it's subsidiaries. The company was unable to startup any of it's subsidiaries and was not able to secure any financing. We have as at July 31, 2004 no sales/revenue activity and operations in the company. We hope that we can continue with product development in the energy division. 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. During the next year, the management shall pursue to build this new Energy Division. The internet software development division will aggressively seek to sell this division or find a new venture capital and possibly partnering with other companies to market and further develop our software projects. The company would also seek to acquire or to joint venture with other companies in diverse sectors not directly related to the present activities of the corporation. The company will be continuing to seek out strategic alliances that will enable the Company to generate increased sales either by direct sales or through joint venture projects diversifying in other sectors.
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 using our officers and directors based upon breaches of their duties, though such an action, if successful, might otherwise benefit our business and our shareholders.
TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.
The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.
SINCE OUR SHARES ARE THINLY TRADED AND TRADING ON THE OTC BULLETIN BOARD MAY BE SPORADIC BECAUSE IT IS NOT AN EXCHANGE, STOCKHOLDERS MAY HAVE DIFFICULTY RESELLING THEIR SHARES.
Our common stock is quoted on the OTC Bulletin Board and is thinly traded. In the past, our trading price has fluctuated widely, depending on many factors that may have little to do with our operations or business prospectus. In addition, the OTC Bulletin Board is not an exchange and, because trading of the securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on an exchange of the NASDAQ system, you may have difficulty reselling any of the shares you purchase from the selling stockholders.
OUR SHARE PRICE IS EXTREMELY VOLATILE.
The trading price of our common shares has been, and in the future is expected to be, volatile and we expect to experience further market fluctuations as a result of a number of factors. These factors include, but are not limited to, current and anticipated results of operations as well as changes in our business, operations or financial results, the timing of sales of common shares by selling shareholders, prospects of general market and economic conditions and other factors.
WE DO NOT EXPECT TO DECLARE OR PAY ANY DIVIDENDS.
We have neither declared nor paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.
INFORMATION TECHNOLOGY
We participate in a highly volatile industry that is characterized by intense industry-wide competition. Industry participants confront aggressive pricing practices by competitors, continually changing customer demand patterns and rapid technological developments. The following cautionary statements discuss important factors that could cause actual results to differ materially from the projected results contained in the forward-looking statements in this re-offer prospectus.
WE NEED TO DEVELOP NEW PRODUCTS SUCCESSFULLY.
The market for computer technology products is generally characterized by rapidly changing technology that can render existing products obsolete and unmarketable. We believe that our current and future success of will depend on our ability to identify, develop, or source and successfully introduce and market, in a timely manner, enhancements to our existing products and new products that respond effectively to technological change. We may not successfully anticipate technological changes or select and develop new and enhanced products on a timely basis. In addition, if were are able to develop or source any products, these products may not gain market acceptance.
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. 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.
SUPPLIERS.
In fiscal 2004, there was no operations made in the company or it's subsidiaries. The company was unable to startup any of it's subsidiaries and was not able to secure any financing.
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 had 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 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.
ITEM 2. PROPERTIES
BusinessWay's and it's subsidiaries' principal facilities as of July 31, 2004, are listed below. All of the principal facilities are leased. Management considers all facilities listed below to be suitable for the purpose(s) for which they are used, including manufacturing, research and development, sales, marketing, service, and administration. APPROX. LOCATION PRINCIPAL USE FLOOR AREA (SQ. FEET)
1480 Rue Bégin, Saint-Laurent, Quebec		Corporate Headquarters (Administration, Research & Development, Sales and Marketing)		300
ITEM 3. LEGAL PROCEEDINGS
As of July 31, 2004 BusinessWay is not a party to any pending legal proceeding. From time to time, BusinessWay and its subsidiaries may be involved in litigation relating to claims arising out of its ordinary course of business. BusinessWay is not presently involved in any material litigation. BusinessWay is not a party to any pending legal proceeding. No federal, state or local governmental agency is presently contemplating any proceeding against BusinessWay. No director, executive officer or affiliate of BusinessWay or owner of record or beneficially of more than five percent of the BusinessWay's common stock is a party adverse to BusinessWay or has a material interest adverse to BusinessWay in any proceeding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER  MATTERS
Market Information
The Company's common shares trade in the United States on the National Association of Securities Dealers Over-the-Counter Bulletin Board (the "OTC Bulletin Board") with the symbol "GBCR" and CUSIP# 37937Q-10-2 until February 7, 2001. From February 8, 2001 BusinessWay's common stock is quoted on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the "NASD") Over-The-Counter Bulletin Board (the "OTC Bulletin Board") under the symbol "BITL," and CUSIP# 12329Y-10-4 . (1) The table set forth below lists the high and low bid prices on the OTC Bulletin Board for the Company's common shares since October 31, 2001(1). The closing price on July 31, 2004 was $0.011.
FISCAL YEAR 2004
QUARTER ENDED:
	HIGH		LOW
October 31, 2003	$0.011		$0.011
January 31, 2004	$0.009		$0.009
April 30, 2004	$0.01		$0.01
July 31, 2004	$0.01		$0.01
FISCAL YEAR 2003
QUARTER ENDED:
	HIGH		LOW
October 31, 2002	$0.007		$0.007
January 31, 2003	$0.01		$0.007
April 30, 2003	$0.01		$0.01
July 31, 2003	$0.02		$0.02
(1) The Company's common shares commenced trading on December 9, 1998. The quotations above reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. No assurance can be given that any market for BusinessWay's common stock will be maintained. The Company's common shares are issued in registered form. Interwest Transfer Co. Inc. (Suite 100, 1981 East 4800 South, Salt Lake City, Utah 84117) is the registrar and transfer agent for the common shares.
HOLDERS
As of July 31, 2004, there were 76,035,867 shares of Common Stock outstanding, held of record by approximately 112 stockholders.
DIVIDENDS
BusinessWay has never declared or paid any cash dividends on its capital stock. BusinessWay's present policy is to retain all available funds and any future earnings to finance the operation and expansion of its business, and no change in the policy is currently anticipated. There are no material restrictions limiting, or that are likely to limit, BusinessWay's ability to pay dividends on its common stock.
RECENT SALES OF UNREGISTERED SECURITIES
During the fiscal year ended July 31, 2004, there were no sales of unregistered securities.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
Statements included in this Management's Discussion and Analysis and elsewhere in this document that do not relate to present or historical conditions are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21W of the Securities exchange Act of 1934. Additional oral or written forward-looking statements may be made by the Company from time to time, and such statements may be included in documents that are filed with the Securities and Exchange Commission. The accuracy of such forward-looking statements are subject to risks and uncertainties that could cause results or outcomes to differ materially from those expressed in the forward-looking statements. Forward-looking statements may include, without limitation, statements relating to the Company's plans, strategies, objectives, expectations, and intentions and are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Words such as "believes," "forecasts," "intends," "possible," "expects," "estimates," "anticipates," or "plans," and similar expressions are intended to identify forward-looking statements. Among the important factors which such statements are based are assumptions concerning the anticipated growth of the information technology industry, the market for and availability of components for the Company's computers, the availability of institutional lending or capital financing, and the success of the Company in maintaining and increasing the number of franchised retail outlets that carry its products.
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion should be read in conjunction with the financial statements and related notes which are included elsewhere in this report. Statements made below which are not historical facts are forward-looking statements. Forward-looking statements involve a number of risks and uncertainties including, but not limited to, general economic conditions, competition, availability of the Product and our ability to market our product.
GENERAL : In fiscal 2004, there was no operations made in the company or it's subsidiaries. The company was unable to startup any of it's subsidiaries and was not able to secure any financing. The Company currently is diversified into two distinct divisions of operations. All the operations are through the companies wholly owned Canadian subsidiaries. The two divisions of activities are business-to-business (B2B) internet software programming and development and the Energy sector. There is effective at this date no revenue for the company. August 1 2002 marks the beginning of the first "CompuWay" retail store. The first retail store was opened in August 2002 in Ile Perrot, Quebec, the second store converted to the CompuWay Banner was the 1400 Sauve, Montreal, the third store acquired is the downtown Montreal, and the fourth retail store location opened is in Dollard-Des-Ormeaux, Quebec. The company structure in November 2002 operated four corporate retail store locations and future plans were to continue in this type of structure and operations for the computer division. CompuWay sold made-to-measure computer systems. Theses products sold by the CompuWay retail centers include a line of custom computer systems, Notebooks, monitors, Storage Devices, Printers and a wide range of peripherals.  In order to increase revenue and market share, the Company had planned on the distribution chain to acquire already existing computer stores to join the CompuWay banner. This action was expected to increase sales for the Company since it can convert only strategic stores and the company will have a better market strong hold with it's own corporately operated retail store. CompuWay's network of corporate retail stores with its established B2B (business to business) solution software that provided real-time product procurement and order tracking for a just-in-time delivery. Unfortunately the company's computer subsidiaries continued to struggle and faced with ever growing and stiff completion the company was not able to raise sufficient capital to continue with the Computer division. On April 28 2003 the company's annual shareholders meeting was held and a vote by the majority shareholders at the meeting voted and approved the sale of the computer division namely "3739007 Canada Inc" and it's canadian subsidiaries and that the corporation authorised it's directors to negotiate and settle all lease obligations and with certain creditors with an equity for debts agreements. On May 2, 2003 management approved the sale of the company's wholly-owned Canadian subsidiary, 3739007 Canada Ltd. and all of 3739007 wholly owned subsidiaries. With this sale the company completely and terminated all it's business interest and activities in the the PC business namely the CompuWay banner stores. The company retained all the RAMS software and the Internet software and medical website division. The company's software internet development division has completed the development of it'smedical reservation system portal. Management is seeking to partner with or though a joint ventures with others in the internet software industry to market and launch this product. Management is seeking venture capital by means of private placements or other. The company had entered into a management employment agreement with Mr. Fabrice Zambito on June 13, 2003 and subsequently on July 11, 2003 with Mr. Dominic Heddo he is to head the development of WTE POWER CORPORATION, the company's wholly-owned Canadian subsidiary and he is to act as chairperson of the Energy and Scientific Advisory Board. DOMINIC HEDDO, B.Sc., has over 39 years of international experience in the field of ORGANIC CHEMISTRY, THERMO ENERGY and PLASTICS. He has many years of experience in business, finance and leading private companies. He will oversee the BUSINESS and SCIENTIFIC DEVELOPMENT of the Company more specifically as concerns WTE POWER CORPORATION and it's future projects and plans. The corporation had now undergone a complete restructuring and will focus on the development of it's wholly owned subsidiary WTE Power Corp. The change in focus and direction towards the energy sector and divisions should allow the company to raise new capital for it's energy sector projects. The Company is also seeking to grow its business through acquisitions, and joint ventures with others in the energy industry. The company plans to continue to seek out strategic alliances that would have enable it to generate sales either by direct sales or through joint venture projects. As in every business, there is always unforeseen situations that could impact our ability to meet our business objectives. The energy sector activities. Management in it's continued pursuit of new business opportunities and diversification has on April 5, 2002 signed a Letter of Intent with Pourslo International Development Inc., an environmental and power plant "waste to energy" corporation. This business opportunity allows the company to diversify operations by capitalizing on this emerging environmental industry. LETTER OF INTENT - POURSLO INTERNATIONAL DEVELOPMENT INC. On April 5, 2002, the Company signed a Letter of Intent, pursuant to which it agreed to acquire the assets (the "Acquisition") of all the rights, new contracts, power plant technology know-how, as well as the present key personnel of Pourslo International Development Inc. ("Pourslo"), a privately held company incorporated under the laws of Quebec and Canada. Mr. Lakhmiri and Mr. Dubé are the sole shareholders, officers and directors of Pourslo. The registrant has created a new wholly-owned Canadian subsidiary called WTE Power Corp. ("WTE Power") on June 12, 2002 in order to accommodate the new operations and acquired rights, new contracts, power plant technology know-how, as well as the present key personnel of Pourslo. Pursuant to the agreement, Mr. Lakhmiri will be the President of WTE Power Corp. and Mr. Dubé as the Vice-President and Faris Heddo as the Director. Mr. Lakhmiri would also be will be invited to sit as a Director of the registrant. The principals of Pourslo will retain will retain the rights of the know how related to the "Waste to Energy" process. WTE Power,. will be given unconditional use and rights in the exploitation and installation of the "Waste to Energy" Technology and Process at no additional cost or royalties. Pourslo is a Canadian project development company who has the intention to patent some highly specialized process of "Waste to Energy" ("WTE") electrical power generation systems and equipment. Pourslo has been actively involved in research and development in this field for more than 25 years. Pourslo has signed several agreements with customers for the sale of this biomass energy to be produced from its WTE biomass power generation technology. Pourslo has also signed several electrical sales contracts, landfill use and lease agreements, landfill agreements and is in the process to undertake the construction project of a landfill facility located in the Province of Quebec. Pourslo has also signed and acquired a biomass power plant contract while on the Team Canada 2001 Trade mission to China that stipulates Pourslo to oversee, develop and install a biomass power plant project in the city of Dunhua, Jilin Province, China. Closing of the Acquisition is subject to a number of conditions, the board of directors of the registrant has successfully and satisfactory completed and has approved the completion of the due diligence review of the business and affairs of Pourslo by the Company; and preparation and execution of formal documentation in connection with the Acquisition. As of July 31, 2004, the acquisition had not been completed. The company's plans for the development of the energy sector and the future startup of WTE Power Corp. We currently are seeking new venture capital or a joint venture . We have as at July 31, 2004 no sales/revenue activity and operations in the company. We hope that we can continue with product development in the energy division. 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. During the next year, the management shall pursue to build this new Energy Division. The internet software development division will aggressively seek to sell this division or find a new venture capital and possibly partnering with other companies to market and further develop our software projects. The company would also seek to acquire or to joint venture with other companies in diverse sectors not directly related to the present activities of the corporation. The company will be continuing to seek out strategic alliances that will enable the Company to generate increased sales either by direct sales or through joint venture projects diversifying in other sectors.
RESULTS OF OPERATIONS
REVENUES
As the company had ceased on operations in fiscal year ending July 31, 2004, there were therefore no operations in fiscal year ending July 31, 2004.
COST OF SALES
There were no related cost of sales due to operations being terminated in fiscal 2004.
OPERATING EXPENSES
The company did incur some operating expenses consisting of rent and professional. As well there salaries paid as regards employment contracts signed as per attached notes amounting to some $219,000.
NET INCOME
Primarily as a result of these expenses , the company incurred a net loss of $247,746 for the year.
LIQUIDITY AND CAPITAL RESOURCES
Presently the company has no banking agreements . The company is continuing to seek new alternatives through private sales of its stock or other manners in order to restart the operations.
ITEM 7. FINANCIAL STATEMENTS
The Company's consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The consolidated financial statements are attached hereto and found immediately following the text of this Annual Report. The Auditor's Report of Robert M Lawand, Chartered Accountant, for the audited consolidated financial statements for the fiscal year ended July 31, 2004 is included herein immediately preceding the audited consolidated financial statements. Audited Consolidated Financial Statements and Financial Statement Schedules by Robert M Lawand C.A
BUSINESSWAY INTERNATIONAL CORP. CONSOLIDATED FINANCIAL STATEMENTS
AS OF JULY 31, 2004 AND 2003
AUDITOR'S REPORT
FINANCIAL STATEMENTS
Consolidated Balance Sheets
Consolidate Statement of Operations
Consolidated Statements of Cash Flows
Consolidated Statements of Comprehensive(Loss) Income
Consolidated Statements of Stockholders´ Equity
Notes to Consolidated Financial Statements
BUSINESSWAY INTERNATIONAL'S AUDITED FINANCIAL FOR 2002
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of BusinessWay International Corporation Montreal, Quebec
We have audited the consolidated balance sheets of BusinessWay International Corp. as of July 31, 2004 and 2003, and the consolidated statements of operations, cash flows and stockholders' equity for the two years then ended. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards in the United States. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, these financial statements referred to above present fairly, in all material respects, the consolidated financial position of BusinessWay International Corp. as of July 31, 2004 and 2003, and the results of its operations and its cash flows for the two years then ended in conformity with generally accepted accounting principles in the United States. The accompanying financial statements have been prepared assuming the company will continue as a going concern. As discussed in Note 1 to the financial statements, the company has a working capital problem that could affect its ability to meet its payments. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters are also described in note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
August 17, 2004 /s/ Robert M. Lawand Robert M. Lawand, C.A Montreal, Quebec

BUSINESSWAY INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF JULY 31, 2004
	2004	2003
Current Assets
Accounts receivable ­ net.................................	0	$ 3,000
Inventory.................................................	0	-
Prepaid Expenses..........................................	0	-
	----------	---------
Total Current Assets..............................	0	3,000
Deferred Income Taxes.....................................	0	0
Capital Assets............................................	0	0
	----------	---------
Total Assets......................................	0	$ 3,000
	========	=========
Current Liabilities
Bank Indebtedness.........................................	0	0
Accounts Payable..........................................	131,121	106,125
Income Taxes Payable......................................	0	0
Current portion of long-term debt.........................	0	0
Advance from a director...................................	0	0
	----------	---------
Total Current Liabilities.........................	131,121	106,125
Long Term Debt....................................	0	0
Due To Shareholders...............................	0	0
	----------	---------
Total Liabilities.................................	131,121	106,125
	----------	---------
Shareholders Equity
Share Capital.............................................	42,386	42,386
Additional Paid-In Capital................................	1,036,383	817,383
Other Comprensive Income..................................	(24,752)	(25,502)
Retained Earnings (Deficit)...............................	(1,185,138)	(937,392)
	----------	---------
Total Equity......................................	(131,121)	(103,125)
	----------	---------
Total Liabilities and Equity......................	0	$3,000
	========	=========
See accompanying summary of accounting policies and notes to financial statements.

BUSINESSWAY INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE YEARS ENDED JULY 31,
	2004	2003
	------	------
Loss For The Year......................................................................................	(247,746)	286,933
Other Comprehensive Income (Loss).........................
Foreign Currency Translation Adjustment...................	750	(12,431)
	----------	----------
Consolidated Comprehensive Loss...........................	(246,996)	(274,502)
Basic and Diluted Comprehensive Loss Per Share............	0.003	0.004
Weighted Average Number of Shares Outstanding.............	76,035,867	61,735,867
	----------	----------
See accompanying summary of accounting policies and notes to financial statements.

BUSINESSWAY INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JULY 31, 2004
	COMMON STOCK		ADDITIONAL	OTHER	RETAINED	TOTALS
			PAID IN	COMPREHENSIVE	EARNINGS	STOCKHOLDERS'
			CAPITAL	INCOME	(DEFICIT)	EQUITY
	SHARES	AMOUNT
	--------	--------	--------	--------	--------	--------
BALANCES JULY 31, 2003	61,735,867	$ 42,386	$ 817,383	($25,502)	($937,392)	($103,125)
ISSUANCE OF SHARES	14,300,000	0	219,000			219,000
Translation adjustment				750		750
Net Loss for the year					(247,746)	(247,746)
Balance , July 31, 2004	76,035,867	$42,386	$1,036,383	($24,752)	($ 1,185,138)	($131,121)
See accompanying summary of accounting policies and notes to financial statements.

BUSINESSWAY INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED JULY 31,2004
	2004	2003
	-----------	-----------
CASH PROVIDED BY ( USED IN ) OPERATING ACTIVITIES
Net Income (loss).........................................	(247,746)	286,933
Items not requiring cash outlay
Amortisation..............................................	0	12,446
Sub-total.................................................	(247,746)	299,379
Changes in non-cash working capital items Accounts receivable	0	194,149
Inventory.................................................	0	33,146
Prepaid Expenses..........................................	0	0
Accounts Payable and accruals.............................	24,996	(366,725)
Income Taxes Payable......................................	0	0
Translation adjustment....................................	750	(16,506)
Funds generated from (used in) operations.................	25,746	143,443
CASH PROVIDED BY ( USED IN ) FINANCING
Advance from a director...................................	0	(63,278)
Share capital.............................................	0	0
Additional paid-in capital................................	219,000	67,604
Increase( decrease) long term debt........................	0	0
Due to shareholders.......................................	0	0
Funds generated from (used in) financing..................	219,000	4,326
CASH PROVIDED BY ( USED IN ) INVESTMENTS
Acquisition of capital assets.............................	0	74,164
FUNDS (USED IN)GENERATED FROM INVESTMENTS.................	0	74,164
NET CHANGE FOR THE YEAR...................................	(3,000)	221,933
CASH (DEFICIENCY) BEGINNING OF YEAR.......................	3,000	(218,933)
CASH END OF YEAR..........................................	0	3,000
	=========	=========
See accompanying summary of accounting policies and notes to financial statements.

BUSINESSWAY INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JULY 31, 2004
	2004	2003
	---------	---------
SALES......................................................	0	331,194
COST OF SALES..............................................	0	182,418
	-----------	-----------
GROSS PROFIT...............................................	0	148,776
EXPENSES
SELLING...................................................	0	8,680
ADMINISTRATIVE............................................	247,746	380,273
FINANCIAL INTEREST PAID.................................	0	4,682
TOTAL EXPENSES............................................	247,746	393,635
NET LOSS BEFORE INCOME TAX OTHER INCOME	(247,746)	(244,859)
PROVISION FOR INCOME TAXES
OTHER INCOME	0	531,792
NET INCOME (LOSS) BEFORE INCOME TAX	(247,746)	286,933
CURRENT...................................................	0	0
DEFERRED..................................................	0	0
NET INCOME(LOSS)	(247,746)	286,933
NET INCOME (LOSS) PER SHARE -BASIC AND DILUTED.............	($0.003)	$0.004
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING..............	76,035,867	61,735,867
See accompanying summary of accounting policies and notes to financial statements.

BUSINESSWAY INTERNATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS AT JULY 31, 2004

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States. The significant accounting principles are as follows: (a) Consolidated financial statements and basis of presentation: The consolidated financial statements include the accounts of BusinessWay International Corp. and its subsidiaries . As at July 31,2004, only WTE Power Corp (currently inactive) and 3422336 Canada Inc (closed since December 2000) remain as subsidiaries. Any inter-company transactions and balances have been eliminated. (b) Cash and cash equivalents: The Corporation considers all investments that are highly liquid with an original maturity of three months or less and readily convertible into cash to be cash equivalents. (c) Property and equipment: Property and equipment are stated at cost. Depreciation is provided using the following methods Furniture and equipment 20 % declining balance method Computer equipment 30% declining balance method Leasehold improvements 20% declining balance method Master Franchise Development straight line over five years The company reviews property and equipment for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be fully recoverable. (d) Research and development expenditures: Research and development expenditures, if any, are expensed as incurred. (e) Foreign exchange: Foreign denominated assets and liabilities of the foreign subsidiary are translated at the rate of exchange prevailing at the balance sheet date whereas its revenues and expenses are translated at the monthly average exchange rate prevailing during the period. Translation adjustments that result from translating foreign currency financial statements are included in a separate component of stockholders' equity. Other foreign exchange gains and losses are included in the determination of net earnings. (f) Income taxes: The Corporation uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. This method also requires the recognition of future tax benefits such as net operating loss carry-forwards, to the extent that realization of such benefits is more likely than not. To the extent that management does not consider their reliability to be more likely than not, a valuation allowance is provided for the difference. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. (g) Comprehensive income: Effective January 1, 1998, the Corporation adopted Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income, which establishes new rules for the reporting and display of comprehensive income and its components. (h) Stock issued to employees: The Corporation applies the intrinsic value-based method of accounting prescribed by Accounting Principles Board ("APB") Opinion no. 25, Accounting for Stock Issued to Employees, and related interpretations, in accounting for stock option agreements. As such, compensation expense would be recorded on the date of grant only if the then current market price of the underlying stock exceeded the exercise price. (i) Impairment of long-lived assets and long-lived assets to be disposed of: The Corporation accounts for long-lived assets in accordance with the provisions of SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. (j) Net loss per share: Net loss per share is computed using the weighted average number of shares outstanding during the period. The fully diluted loss per share has not been disclosed because the effect of common shares issue-able upon the exercise of options and warrants is anti-dilutive. (k) Dividends: The Corporation has not yet adopted any policy regarding payment of dividends. No dividends have been paid since inception. (l) Use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. (m) Warranty repair expenses are immaterial and no reserve for warranty repairs has been established. n) On April 5, 2002, the Company signed a Letter of Intent, pursuant to which it agreed to acquire the assets (the "Acquisition") of all the rights, new contracts, power plant technology know-how, as well as the present key personnel of Pourslo International Development Inc. ("Pourslo"), a privately held company incorporated under the laws of Quebec and Canada. The registrant has created a new wholly-owned Canadian subsidiary called WTE Power Corp. ("WTE Power") on June 12, 2002 in order to accommodate the new operations and acquired rights, new contracts, power plant technology know-how, as well as the present key personnel of Pourslo. Closing of the Acquisition is subject to a number of conditions, the board of directors of the registrant has successfully and satisfactory completed and has approved the completion of the due diligence review of the business and affairs of Pourslo by the Company; and preparation and execution of formal documentation in connection with the Acquisition. As of July 31,2004, the acquisition had not been completed. o) On June 14, 2002, the directors of the company amended the Non-Qualified Stock Option Plan, pursuant to which the Plan Administrator is authorized to grant up to a total of 5,800,000 common shares as filed on Form S-8 on June 21, 2002 (incorporated by reference in Part III of this Form 10-KSB).

NOTE 2. ORGANIZATION AND BUSINESS ACTIVITIES

n fiscal 2004, there was no operations made in the company or it's subsidiaries. The company was unable to startup any of it's subsidiaries and was not able to secure any financing. YEAR ENDED JULY 31, 2004 BusinessWay International Corporation ("BusinessWay"). The Company was organized on October 30, 1980, under the laws of the State of Florida as C.N.W. Corp. On February 1, 1981, the Company issued 1,000 shares of its $1 par value common stock for services of $1,000. The Company did not have any activity before 1998 and, accordingly, commencement of its development stage is considered to be at the beginning of 1998. On July 21, 1998, the Company increased its capitalization from 1,000 common shares to 50,000,000 common shares. The par value was changed from $1 to $0.001. On July 21, 1998, the Company changed its name to C.N.W of Orlando Inc., and on December 28, 1998 it changed its name to GlobalNetCare, Inc. The company's direction and sole activities were to operate in Canada with the creation of wholly owned subsidiary Canadian subsidiary corporations. On February 3, 1998, the Company incorporated its wholly owned subsidiary, 3423336 Canada Ltd., a Canadian company, to develop a medical Website. However, the anticipated plans and operations of the Company for its medical Website have not and will not be achieved or pursued further. Due to its inability to generate sufficient revenues from these operations, the Company had decided to pursue a different course and line of business. The Corporation continues to operate the medical Website on a scaled down basis until a merger or new business opportunity could be located.   With the completion of the acquisition of Cor-Bit Peripherals Inc. and BusinessWay Computer Centers Inc. on September 12, 2000 (the "Acquisition"), the Company was no longer be considered a development stage enterprise. The acquisition included the incorporation of another wholly owned subsidiary, 3739007 Canada Ltd., for the purpose of acquiring 100% control of all issued and outstanding shares of Cor-Bit Peripherals Inc. and BusinessWay Computer Centers Inc. Under this share Exchange Agreement, the Company acquired the shares of Cor-Bit Peripherals Inc. and BusinessWay Computer Center Inc. in exchange of 40,000,000 exchangeable Preferred Shares (the "Preferred Shares") of 3739007 Canada Ltd. (which are exchangeable for the same number of shares of the Company's common stock), and 37,923,891 Class A Special Voting Shares in the capital of the Company (the "Special Voting Shares"). The Special Voting Shares were issued to the principal owners of the acquired companies. The principals of BusinessWay retained BusinessWay's franchise retail operations, as the retail operations of BusinessWay were not included under the terms of the Acquisition. At the closing date of acquisition, a new Board of Directors was formed consisting of the principals of BusinessWay, Cor-Bit as well as one former director of the company were put into place to lead the company in its new business direction. The company comprising of wholly owned subsidiaries and with it's sole operation in Canada had now been diversified into three distinct divisions. The three division are personal computers manufacturing, retail store operations and franchising and the third division is the business-to-business (B2B) internet software programming and (B2B) Research and Development. The personal computer manufacturer / assembler division operated by Cor-Bit Peripherals Inc. ("Cor-Bit") was the only Canadian subsidiary operating division that had an income stream. Cor-Bit sold personal computers to BusinessWay's independent franchise retail stores operations. The internet software research development (B2B) was produced manufactured under Cor-Bit in early years had developed an internet-based software including a new business-to-business model, data base search software, and an access-based inventory management software link. BusinessWay Computer Centers inc. is a non-operating subsidiary of the company which owns the website, "www.businessway.com" (the "BusinessWay Website"), this site is to be used as a multiple e-business site for the computer retail operations for the line of computers. The medical website developed under 3423336 Canada Ltd. has remained inactive as a corporation but many investments made in the research and development stages of the company remain. This corporation with it's history of developments in the medical website arena remains today the company foundation for all future internet based application of the medical Website. On January 31, 2001 GlobalNetCare changed it's name to BusinessWay International Corporation. The name change took effect at the opening for trading on the OTC Bulletin Board on Thursday, February 8, 2001 under the new stock symbol "BITL". The Corporation's new CUSIP number is .12329Y 10 4. See the Form 8-K which have been previously filed with the Securities and Exchange Commission and which are incorporated herein by this reference. See Part III, Item 13. BusinessWay also increased its authorized capital from 100,000,00 shares of $0.001 par value common stock and 40,000,000 Class A Special Voting shares, without par value, to 300,000,000 shares of $0.001 par value common stock and 120,000,000 Class A Special Voting Shares, without par value, (the "Capital Increase"). See the Form DEF 14C which have been previously filed with the Securities and Exchange Commission and which are incorporated herein by this reference. See Part III, Item 13. In March 2001, BusinessWay acquired through its wholly owned Canadian subsidiary Cor-Bit Peripherals Inc., the company BusinessWay Group Inc. ("BusinessWay Group"). BusinessWay Group operates as the master franchiser of seven independent retail computer stores located in the province Quebec. The company acquired 100% of the issued and outstanding common stock of BusinessWay Group Inc. by a unanimous vote and resolution of the board of directors of the company. This acquisition includes all the assets and assumption of all liabilities of the acquired company. The assets includes the master franchiser rights, contracts, the BusinessWay retail operation system and documentation, and the two retail stores situated in the Greater Montreal Region. On May 17, 2002, Corbit Peripherals Inc. and Le Groupe BusinessWay Inc. changed their names respectively to 2225824 Canada Inc. hereinafter ("2225824 Canada") and 3540260 Canada Inc. hereinafter ("3540260 Canada"). With the unforeseen downturn in the economy and computer industry as well as major price-cutting by competitors, the company was required to restructure and streamline certain operations. The independent franchise of existing retail stores put a major strain and load on the operations of Cor-Bit and BusinessWay Group. On May 17, 2002, Corbit Peripherals Inc. and Le Groupe BusinessWay Inc. changed their names respectively to 2225824 Canada Inc. hereinafter ("2225824 Canada") and 3540260 Canada Inc. hereinafter ("3540260 Canada"). The relationship with the independent retailers deteriorated and management was faced with many restructuring and streamlining. The economic situation and competitiveness of the current PC industry, management believes that this restructuring of all the registrant's wholly owned Canadian subsidiaries and reorienting the business objectives of each to suit the competitive nature of the information technology sector. The company pursued a different direction to the way the PC business was in the future. The company adopted a new direction of "Corporately owned and operated retail stores". The techniques and application of the B2B system software was key in successfully implementing the new computer division strategy. Management in it's continued pursuit of new business opportunities has on April 5, 2002 signed a Letter of Intent with Pourslo International Development Inc., an environmental and power plant "waste to energy" corporation. This would add a new business division in the environmental energy sector. Once concluded, this business opportunity allows the company to diversify operations by capitalizing on this emerging environmental industry. More specifically the company would be setting up projects and installations of power plant. LETTER OF INTENT - POURSLO INTERNATIONAL DEVELOPMENT INC. On April 5, 2002, the Company signed a Letter of Intent, pursuant to which it agreed to acquire the assets (the "Acquisition") of all the rights, new contracts, power plant technology know-how, as well as the present key personnel of Pourslo International Development Inc. ("Pourslo"), a privately held company incorporated under the laws of Quebec and Canada. Mr. Lakhmiri and Mr. Dubé are the sole shareholders, officers and directors of Pourslo. The registrant has created a new wholly-owned Canadian subsidiary called WTE Power Corp. ("WTE Power") on June 12, 2002 in order to accommodate the new operations and acquired rights, new contracts, power plant technology know-how, as well as the present key personnel of Pourslo. Pursuant to the agreement, Mr. Lakhmiri will be the President of WTE Power Corp. and Mr. Dubé as the Vice-President and Faris Heddo as the Director. Mr. Lakhmiri would also be will be invited to sit as a Director of the registrant. The principals of Pourslo will retain will retain the rights of the know how related to the "Waste to Energy" process. WTE Power,. will be given unconditional use and rights in the exploitation and installation of the "Waste to Energy" Technology and Process at no additional cost or royalties. Pourslo is a Canadian project development company who has the intention to patent some highly specialized process of "Waste to Energy" ("WTE") electrical power generation systems and equipment. Pourslo has been actively involved in research and development in this field for more than 25 years. Pourslo has signed several agreements with customers for the sale of this biomass energy to be produced from its WTE biomass power generation technology. Pourslo has also signed several electrical sales contracts, landfill use and lease agreements, landfill agreements and is in the process to undertake the construction project of a landfill facility located in the Province of Quebec. Pourslo has also signed and acquired a biomass power plant contract while on the Team Canada 2001 Trade mission to China that stipulates Pourslo to oversee, develop and install a biomass power plant project in the city of Dunhua, Jilin Province, China. Closing of the Acquisition is subject to a number of conditions, the board of directors of the registrant has successfully and satisfactory completed and has approved the completion of the due diligence review of the business and affairs of Pourslo by the Company; and preparation and execution of formal documentation in connection with the Acquisition. As of July 31, 2004, the acquisition had not been completed. NEW COMPUWAY CORPORATE RETAIL STORES BANNER Management foresaw a need for a new retail banner, "CompuWay" was created as the new concept corporate retail store of the future for the company. The wholly owned subsidiary, 3739007 Canada Ltd., was poised and final preparations for the start of a new banner and operations. August 1 2002 marks the beginning of the first "CompuWay" retail store. The first retail store was opened in August 2002 in Ile Perrot, Quebec, the second store converted to the CompuWay Banner was the 1400 Sauve, Montreal, the third store acquired is the downtown Montreal, and the fourth retail store location opened is in Dollard-Des-Ormeaux, Quebec. The company structure in November 2002 operates four corporate retail store locations and future plans are to continue in this type of structure and operations for the computer division. CompuWay sells made-to-measure computer systems. Theses products sold by the CompuWay retail centers include a line of custom computer systems, Notebooks, monitors, Storage Devices, Printers and a wide range of peripherals.   In order to increase revenue and market share, the Company had planned on the distribution chain to acquire already existing computer stores to join the CompuWay banner. This action was expected to increase sales for the Company since it can convert only strategic stores and the company will have a better market strong hold with it's own corporately operated retail store. CompuWay's network of corporate retail stores with its established B2B (business to business) solution software that provided real-time product procurement and order tracking for a just-in-time delivery. Unfortunately the company's computer subsidiaries continued to struggle and faced with ever growing and stiff completion the company was not able to raise sufficient capital to continue with the Computer division. On April 28 2003 the company's annual shareholders meeting was held and a vote by the majority shareholders at the meeting voted and approved the sale of the computer division namely "3739007 Canada Inc" and it's canadian subsidiaries and that the corporation authorised it's directors to negotiate and settle all lease obligations and with certain creditors with an equity for debts agreements. On May 2, 2003 management approved the sale of the company's wholly-owned Canadian subsidiary, 3739007 Canada Ltd. and all of 3739007 wholly owned subsidiaries. With this sale the company completely and terminated all it's business interest and activities in the the PC business namely the CompuWay banner stores. The company retained all the RAMS software and the Internet software and medical website division. The company had entered into a management employment agreement with Mr. Fabrice Zambito on June 13, 2003 and subsequently on July 11, 2003 with Mr. Dominic Heddo he is to head the development of WTE POWER CORPORATION, the company's wholly-owned Canadian subsidiary and he is to act as chairperson of the Energy and Scientific Advisory Board. DOMINIC HEDDO, B.Sc., has over 39 years of international experience in the field of ORGANIC CHEMISTRY, THERMO ENERGY and PLASTICS. He has many years of experience in business, finance and leading private companies. He will oversee the BUSINESS and SCIENTIFIC DEVELOPMENT of the Company more specifically as concerns WTE POWER CORPORATION and it's future projects and plans. The corporation had now undergone a complete restructuring and will focus on the development of it's wholly owned subsidiary WTE Power Corp. The change in focus and direction towards the energy sector and divisions should allow the company to raise new capital for it's energy sector projects. The Company is also seeking to grow its business through acquisitions, and joint ventures with others in the energy industry. The company plans to continue to seek out strategic alliances that would have enable it to generate sales either by direct sales or through joint venture projects. As in every business, there is always unforeseen situations that could impact our ability to meet our business objectives. In fiscal 2004, there was no operations made in the company or it's subsidiaries. The company was unable to startup any of it's subsidiaries and was not able to secure any financing. PRESENTLY ALL THE COMPANY'S DIVISIONS AND SUBSIDIARIES HAD NO OPERATIONS OR BUSINESS ACTIVITIES.

NOTE 3. PROPERTY AND EQUIPMENT:

COST

ACCUMULATED AMORTIZATION

NET BOOK 2004

VALUE 2002

Leasehold Improvements

0

0

0

19,914

Computer

0

0

0

50,623

Furniture and fixtures

0

0

0

11,794

Master franchiser Rights

0

0

0

0

82,331

NOTE 4. SHARE CAPITAL:

2004

2003

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

Issued and outstanding:

76,035,867 common shares (2003 - 61,735,867)

$42,386

$42,386

(i) Options granted: The Corporation granted options to employees. In the opinion of management, certain options were cancelled in accordance with termination clauses of such agreements. Changes in and certain service outstanding options were as follows:

Number

Exercise price per share

Options outstanding, August 1 ,2003

2,419,800

-

Granted. . . . . . . . . . . . . .

300,000

.03US-

Options Excercised

300,000

.03US-

Options outstanding, July 31,2004 .....................................................................................................2,419,800

Options granted have to be exercised over a period not exceeding fifteen years. During current fiscal year, 300,000 options were exercised. At July 31, 2004, 2,419,800 outstanding options granted are exercisable.

Stock-based compensation: Stock-Based Compensation The Company applies APB Opinion 25 and related interpretations in accounting for its Stock Incentive Plan. Under APB 25, when the exercise price of employee stock options equals or is greater than the market price of the underlying stock on the date of grant, no compensation expense is recognized.

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

NOTE 5. COMMITMENTS:

a)The Corporation leases its office and retail space under leases expiring at July 31, 2004. The company is leasing the premises on a month to month basis.

NOTE 6. INCOME TAXES:

Losses carry forward available for the US operations amount to:

NIL

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

NOTE 7. FINANCIAL INSTRUMENTS:

(a) Foreign currency risk management: Options are exercisable in US dollars. Ultimate proceeds upon exercise of options may vary due to fluctuations in the value of the Canadian dollar relative to the US currency. (b) Credit risk: Financial instruments that potentially subject the Corporation to significant concentrations of credit risk consist principally of short-term investments and accounts receivable. The Corporation has investment policies that require placement of short-term investments in financial institutions evaluated as highly creditworthy. In the normal course of business, the Corporation evaluates the financial condition of the parties with which it contracts on a continuing basis and reviews the credit worthiness of all new parties. The Corporation determines an allowance for doubtful accounts to reflect specific risks. (c) Fair values: The following table presents the carrying amounts and estimated fair values of the Corporation's financial instruments at July 31, 2004 and July 31, 2003. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. Fair value estimates are made as of a specific point in time using available information about the financial instrument. These estimates are subjective in nature and often cannot be determined with precision.

Carrying Amount 2004

Fair Value 2004

Carrying Amount 2003

Fair Value 2003

Financial assets:

Cash and cash equivalents....

0

0

$3,000

$3,000

Accounts receivable..........

0

0

0

0

Financial liabilities:

Bank indebtedness............

0

0

0

0

Accounts payable.............

131,121

131,121

106,125

106,125

Other current liabilities....

0

0

0

0

The carrying amounts shown in the table are included in the consolidated balance sheet under the indicated captions. The following method and assumption were used to estimate the fair value of each class of financial instruments: Cash and cash equivalents, sales tax receivable, accounts payable, accrued liabilities and advances from a director. The carrying amounts approximate fair value because of the short maturity of these instruments.

NOTE 8. CONTINGENCY:

As at July 31, 2004 the corporation is not a party to any pending action for damages of a material amount.

NOTE 9. RELATED PARTY TRANSACTIONS:

None

NOTE 10. SUBSEQUENT EVENTS:

Up to the date of signing of these financial statements there were no known subsequent events of any significance.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;

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

The following table and text sets forth the names and ages of all directors, executive officers and significant employees of the Company as of October 1, 2003. All of the directors serve until the next Annual General Meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Subject to any applicable employment agreement, executive officers serve at the discretion of the Board of Directors, and are appointed to serve until the first Board of Directors meeting following the annual meeting of shareholders. Also provided is a brief description of the business experience of each director, executive officer and significant employee during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the federal securities laws.

Directors, executive officers and other significant employees:

NAME WITH THE COMPANY

POSITION HELD

AGE

DATE FIRST ELECTED OR APPOINTED

Dominic Heddo

CEO, Director

75

August 11, 2003

Fabrice Zambito

Director, Chairman, CFO

34

December 10, 2000

Faris Heddo

President, Director

42

September 12, 2000

Michele Scott

Director, Secretary

39

September 12, 2000

The backgrounds and experience of the Company's directors, executive officers and other significant employees are as follows: Fabrice Zambito Mr. Fabrice Zambito is Vice President of Computer Associates Canada, the world's leading business software company. After receiving a B.A.A. from Universite du Quebec Montreal, Mr. Zambito as held several sales and management positions with leading edge companies such as Canon Canada and Parametric Technology's, where he was instrumental in concluding several multi-million dollars transactions. Faris Heddo Mr. Faris Heddo is the founder of the canadian BusinessWay Computer Centers in 1988. Michele Scott Ms. Michele Scott is the founder of Cor-Bit Peripherals Inc. in 1987. Ms. Scott is one of the principal shareholders of BusinessWay International Corporation. Dominic Heddo Mr. Dominic Heddo, B.Sc., has over 39 years of international experience in the field of ORGANIC CHEMISTRY, THERMO ENERGY and PLASTICS. He has many years of experience in business, finance and leading private companies. He will oversee the BUSINESS and SCIENTIFIC DEVELOPMENT of the Company more specifically as concerns WTE POWER CORPORATION and it's future projects and plans. FAMILY RELATIONSHIP With the exception that Faris Heddo and Michele Scott are husband and wife and Faris Heddo is the son of Dominic Heddo, there are no other family relationships between any directors or executive officers of the Company, either by blood or by marriage. There are no arrangements or understandings between any two or more directors or executive officers, pursuant to which he/she was selected to be a director or executive officer. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS None of the Company's directors, executive officers, promoters or control persons have been involved in any of the following events during the past five years: 1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or 4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT To the knowledge of management, required reports under Section 16(a) of the 1934 Act have been timely filed by the directors, executive officers and "affiliates" of the Company.

ITEM 10. EXECUTIVE COMPENSATION

EMPLOYMENT CONTRACTS AND COMPENSATION OF DIRECTORS All Directors of BusinessWay did not receive any compensation for serving on the Board of Directors of the Company. Fabrice Zambito - Employment Agreement On June 13, 2003, Mr. Fabrice Zambito accepted and signed an employment agreement from the issuer to perform the following duties: Executive's duties will include management of and responsibility for the Company's finances, accounting and reporting, investor relations, structuring and execution of the financial aspects of the Company's mergers & acquisitions activity. Oversee and organize the restructuring of the issuer's preparation of business plans and direction. Fabrice Zambito is to assist in the development of the new energy subsidiary but not as an exclusive and full-time basis WTE POWER CORPORATION. Oversee the structuring of the various comittees and building an executive and solid team to manage the new business acquisitions and opportunities. The employment agreement stipulates that the Reporting Person shall receive after one hundred and twenty (120) days following the signing date of the employment agreement, the following: 12,000,000 Restricted Common Shares of the Issuer and 5,000,000 Class A Special Voting Shares of the Issuer. The description of Class A Special Voting Shares as per Articles of Incorporation: SPECIAL VOTING SHARES - RIGHTS AND RESTRICTIONS; THE CLASS A SPECIAL VOTING SHARES WILL HAVE THE FOLLOWING RIGHTS AND RESTRICTIONS: (A) EACH HOLDER OF CLASS A SPECIAL VOTING SHARES WILL BE ENTITLED TO EXERCISE, AT ALL GENERAL MEETINGS OF THE CORPORATION, ONE VOTE FOR EACH CLASS A SPECIAL VOTING SHARE HELD BY SUCH HOLDER. (B) HOLDERS OF CLASS A SPECIAL VOTING SHARES SHALL HAVE NO RIGHTS TO PARTICIPATE IN ANY RETURN OF CAPITAL OF THE CORPORATION ON A LIQUIDATION OR OTHERWISE. (C) CLASS A SPECIAL VOTING SHARES CARRY NO RIGHT TO RECEIVE DIVIDENDS. Dominic Heddo - Employment Agreement On July 11, 2003, Mr. Dominic Heddo accepted and signed an employment agreement with the registrant. Dominic Heddo is also appointed as President of WTE POWER CORPORATION, the company's wholly-owned Canadian subsidiary and he is to act as chairperson of the Energy and Scientific Advisory Board. He will oversee the BUSINESS and SCIENTIFIC DEVELOPMENT of the Company more specifically as concerns WTE POWER CORPORATION and it's future projects and plans. Dominic Heddo is to assist in the development of the new energy subsidiary but not as an exclusive and full-time basis WTE POWER CORPORATION. Oversee and organize the restructuring of the issuer's preparation of business plans and direction. Oversee the structuring of the various comittees and building an executive and solid team to manage the new business acquisitions and opportunities. The employment agreement stipulates that the Reporting Person shall receive after ninety (90) days following the signing date of the compensation agreement, the following: 2,000,000 Restricted Common Shares of the Issuer 5,000,000 Class A Special Voting Shares of the Issuer. Description of Class A Special Voting Shares as per Articles of Incorporation: SPECIAL VOTING SHARES - RIGHTS AND RESTRICTIONS THE CLASS A SPECIAL VOTING SHARES WILL HAVE THE FOLLOWING RIGHTS AND RESTRICTIONS: (A) EACH HOLDER OF CLASS A SPECIAL VOTING SHARES WILL BE ENTITLED TO EXERCISE, AT ALL GENERAL MEETINGS OF THE CORPORATION, ONE VOTE FOR EACH CLASS A SPECIAL VOTING SHARE HELD BY SUCH HOLDER. (B) HOLDERS OF CLASS A SPECIAL VOTING SHARES SHALL HAVE NO RIGHTS TO PARTICIPATE IN ANY RETURN OF CAPITAL OF THE CORPORATION ON A LIQUIDATION OR OTHERWISE. (C) CLASS A SPECIAL VOTING SHARES CARRY NO RIGHT TO RECEIVE DIVIDENDS OPTIONS / SAR GRANTS The Company did not grant any options during the fiscal years ended 2003, nor were there any freestanding Stock Appreciation Rights. On September 13, 2000, the directors of the Company adopted the Company's Non-Qualified Stock Option Plan, pursuant to which the Plan Administrator is authorized to grant up to a total of 2,500,000 common shares. On June 14, 2002, the directors of the company amended the Non-Qualified Stock Option Plan, pursuant to which the Plan Administrator is authorized to grant up to a total of 5,800,000 common shares as filed on Form S-8 on June 21, 2002 (incorporated by reference in Part III of this Form 10-KSB). Reference is made to the information under the heading "SHARE EXCHANGE AGREEMENT BUSINESSWAY COMPUTER CENTRE, INC. AND COR-BIT PERIPHERALS, INC." appearing under "Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION" appearing in the Form 10-QSB of GlobalNetCare for the period ended June 30, 2000, as filed with the Securities and Exchange Commission (the "Acquisition Information"), and the Acquisition Information is hereby incorporated by reference. Under the terms of the Acquisition, GlobalNetCare has agreed to issue options to Faris Heddo to purchase 600,000 Common Shares of GlobalNetCare ("Shares") at $.50 per share and to purchase 500,000 Shares at $1.00 per share (collectively, the "Heddo Option Rights") as consideration for his agreement to serve as President, Chief Executive Officer, and a Director of GlobalNetCare. Pursuant to the Heddo Option Rights, on September 12, 2000, GlobalNetCare authorized the issuance of options to Mr. Heddo to purchase 100,000 Shares at $.50 per share. Under the terms of the Acquisition, GlobalNetCare has agreed to issue options to Michele Scott to purchase 600,000 Common Shares of GlobalNetCare ("Shares") at $.50 per share and 500,000 Shares at $1.00 per share (collectively, the "Scott Option Rights") as consideration for her agreement to serve as Chief Financial Officer, Vice President, Secretary and a Director of GlobalNetCare. Pursuant to the Scott Option Rights, on September 12, 2000, GlobalNetCare authorized the issuance of options to Ms. Scott to purchase 150,0000 Shares at $.50 per share There were no exercises of stock options or freestanding Stock Appreciation Rights during the fiscal year ended July 31, 2002 by any of the Company's officers or directors. The Company does not have a Long-Term Incentive Plan. BONUSES AND DEFERRED COMPENSATION None COMPENSATION PURSUANT TO PLANS None PENSION TABLE None OTHER COMPENSATION None TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS. Except as indicated above, there are no employment contracts, compensatory plans or arrangements, including payments to be received from BusinessWay, with respect to any director or executive officer of BusinessWay which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of employment with BusinessWay or its subsidiaries, any change in control of BusinessWay, or a change in the person's responsibilities following a change in control of BusinessWay.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As used in this section, the term "beneficial ownership" with respect to a security is defined by Regulation 228.403 under the Securities Exchange Act of 1934, as amended, as consisting of: (1) any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power (which includes the power to vote, or to direct the voting of such security) or investment power (which includes the power to dispose, or to direct the disposition of, such security); and (2) any person who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting such person of beneficial ownership of a security or preventing the vesting of such beneficial ownership. Each person has sole voting and investment power with respect to the common shares, except as otherwise indicated. Beneficial ownership consists of a direct interest in the common shares, except as otherwise indicated. As of July 31, 2004, the Company had a total of 76,035,867 common shares ($0.001 par value per common share) issued and outstanding, held of record by approximately 101 stockholders. As of July 31, 2004, no person known to the Company was the beneficial owner of more than five percent (5%) of the outstanding common shares of the Company except the following:

NAME AND ADDRESS AMOUNT AND NATURE OF PERCENTAGE OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS (1)

Fabrice Zambito 1480 Rue Bégin, Saint-Laurent, Quebec H4R 1X1

15,580,000 common shares & 5,000,000 Class A Special Voting Shares

23.32%

Faris Heddo 1480 Rue Bégin, Saint-Laurent, Quebec H4R 1X1

1,100,000 options exercisable

1.25%

Michelle Scott 1480 Rue Bégin, Saint-Laurent, Quebec H4R 1X1

11,588,315 common shares & 1,100,000 options exercisable

14.38%

Dominic Heddo 1480 Rue Bégin, Montreal, Quebec, H4R 1X1

2,000,000 common shares & 5,000,000 Class A Special Voting Shares

7.93%

MMJ Venture Capital Group Inc. 500 Place D'Armes, Suite 2314, Montreal, Quebec, H2Y 2W2

14,747,559 common shares

16.71%

FONDACTION CSN Pour La Cooperation et L'Emploi 2100 Boulevard de Maisonneuve est, Montreal, Quebec, H2K 4S1

6,000,000 common shares

6.80%

(1) Based on 76,035,867 common shares, 2,200,000 Options and 10,000,000 Class A Special Voting Shares (for a total of 88,235,867) outstanding as of July 31, 2004. The following table lists, as of July 31, 2004, the number of common shares beneficially owned, and the percentage of the Company's common shares so owned, by each director and by all directors and executive officers as a group.

NAME OF BENEFICIAL OWNER

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP

PERCENTAGE OF CLASS(1)

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

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

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

Fabrice Zambito

20,580,000

23.32%

Faris Heddo

1,100,000

1.25%

Michele Scott

12,688,315

14.38%

Dominic Heddo

7,000,000

7.93%

------------------------------

-------------------------

------------------------------

Directors and Officer as a group

41,368,315

46.88%

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

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

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

(1) Based on 76,035,867 common shares, 2,419,800 Options and 10,000,000 Class A Special Voting Shares (for a total of 88,235,867) outstanding as of July 31, 2004 and, as to a specific person, shares that can be issued pursuant to the conversion or exercise, as the case may be, of currently exercisable or convertible debentures, share purchase warrants and stock options.

CHANGES IN CONTROL For the fiscal year ended July 31 2004 there was not a change in control in the company. The company in seeking additional venture capital or acquisitions this may entail a future change in control.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

REPORTS ON FORM 8-K

None

INDEX TO EXHIBITS

None

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

SIGNATURES

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

BusinessWay International Corporation

By:

/s/ Fabrice Zambito

Fabrice Zambito

Chairman Of the Board and Director

Date: August 18, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of Registrant and in the capacities indicated on August 18, 2004.

/s/ Fabrice Zambito

Chairman of the Board / Director / Chief Financial Officer

Fabrice Zambito

/s/ Dominic Heddo

Chief Executive Officer

Dominic Heddo