<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549





[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
        SECURITIES EXCHANGE ACT OF 1934 
                   For the fiscal year ended July 31, 1996



                                       or
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
        SECURITIES EXCHANGE ACT OF 1934 
        For the transition period from _________________to______________

                         Commission file number 0-8568

                                 BESTWAY, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                       81-0332743     
    -------------------------------                      ----------------- 
    (State of other jurisdiction of                      I.R.S. Employer   
     incorporation or organization)                     Identification No.) 
                                                                           
   7800 Stemmons Freeway, Suite 320                          75247  
 ----------------------------------------                 ----------
 (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code       (214) 630-6655
                                                   ----------------------------
Securities registered pursuant to Section 12(b) of the Act:

                                                   Name of each exchange on
    Title of each class                                which registered
          (None)                                            (None)
----------------------------                      -----------------------------

Securities registered pursuant to Section 12(g) of the Act: 

                         Common Stock, $.01 par value
--------------------------------------------------------------------------------
                               (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X  No 
                                              ----    ----

     The aggregate market value of voting stock held by non affiliates of the
registrant as of October 11, 1996 was approximately $5,606,728.

     The number of shares of Common Stock, $.01 par value, outstanding as of
July 31, 1996, was 1,747,717.

     Registrants Proxy Statement for 1996 is incorporated by reference in Part
III, Items 10-13 of this Form 10-K.





                                      1
<PAGE>   2
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------

                          TABLE OF CONTENTS          
<TABLE>
<CAPTION>
PART I                                                                                                             Page
                                                                                                                 ------
<S>                                                                                                               <C>
     Item 1.    Business                                                                                          3 - 5
     Item 2.    Properties                                                                                          5
     Item 3.    Legal Proceedings                                                                                   5
     Item 4.    Submission of Matters to a Vote of Security Holders                                                 5
                                                                                                              
                                                                                                              
PART II                                                                                                       
     Item 5.    Market for Registrant's Common Stock and Related Security Holder Matters                            6
     Item 6.    Selected Financial Data                                                                             6
     Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations             7 - 10
     Item 8.    Financial Statements and Supplementary Data                                                         10
                                                                                                              
                                                                                                              
PART III                                                                                                      
     Item 10.   Directors and Executive Officers of the Registrant                                                  10
     Item 11.   Executive Compensation                                                                              10
     Item 12.   Security Ownership of Certain Beneficial Owners and Management                                      10
     Item 13.   Certain Relationships and Related Transactions                                                      10
                                                                                                              
                                                                                                              
PART IV                                                                                                       
     Item 14.   Exhibits and Reports on Form 8-K                                                                    11
                                                                                                              
                                                                                                              
SIGNATURES                                                                                                          12
</TABLE>
                                                                    
                                                                    


                                       2
<PAGE>   3
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------

                                    PART I

ITEM 1.       BUSINESS

General

     Bestway, Inc. and its consolidated subsidiaries ("Bestway" or the
"Company") has been engaged in the rental-purchase industry since 1987. The
Company owns and operates a total of sixty-two stores located in the states of
Alabama, Arkansas, Georgia, Mississippi, North Carolina, South Carolina and
Tennessee. The stores operations are controlled and monitored through the
Company's management information system networked with its home office in
Dallas, Texas.

     The Company created an additional line of business for its rental-purchase
operations by entering the retail used car sales business. The Company test
marketed the concept through the opening of a single prototype retail sales
facility, Bestway Auto Center, in Tullahoma, Tennessee. In December 1995,
management made the decision to dispose of Bestway Auto's assets and in the
process create a potential for a future opportunity in an operating used car
sales business. Accordingly, in February 1996, the Company exchanged cash and
its capital stock in Bestway Auto for a 49% Common Stock interest in Value Auto
Sales, Inc. ("Value Auto") and non-voting, non-dividend paying Preferred Stock
of Value Auto. Subsequently the Company evaluated the viability of its auto
sales business and management made the decision to abandon the additional line
of business and write off its investment in Value Auto.

     The Company's rental-purchase program offers brand name durable household
goods, electronics, appliances and jewelry to customers on a week-to-week or
month-to-month basis. These products are furnished to customers under
full-service rental agreements which require that the charge for each rental
period be paid in advance, but no additional advance payment or security
deposit is required. At the end of each rental period, the customer has the
option of retaining the product for an additional rental period or returning
the product without further obligation. If the product is returned, it is
serviced and then offered for rent to another customer. The rental agreements
contain options under which customers may own the merchandise under specified
terms. The Company's rental agreements typically have a twelve to twenty-four
month term with weekly or monthly payment options. The most distinguishing
factor of this form of retailing is the cancelability of the rental agreement
at any time without further obligation by returning the product to the dealer.
The industry primarily serves customers in the low to middle income sector who
may have a need for a product, but do not wish or are unable to purchase it for
cash or on credit.

Acquisitions

     In April 1996, the Company acquired 15 stores located in three states in
which the Company had no previous operations from All Star Rental, Inc. (the
"All Star Acquisition"). The Company acquired substantially all of the assets
and certain liabilities of All Star. The assets acquired primarily include All
Star's idle inventory, rental contracts, vehicles, store furniture and
fixtures, computers and leasehold improvements. In addition, the Company
assumed the leases for 15 of All Star's former store locations. The Company
delivered 115,647 shares of voting Common Stock, $.01 par value per share, as
the aggregate purchase price in connection with the All Star Acquisition. Such
amount was based on a multiple of All Star's average monthly revenues less
certain assumed liabilities. Management believes that the All Star stores
suffered from a lack of new and higher quality merchandise. Immediately
following the acquisition, the Company made a substantial investment in
additional merchandise and significantly upgraded the quality of merchandise in
the stores.

     In July 1996, the Company acquired 8 stores located in two states,
including one state in which the Company had no previous operations, from REJA,
Inc. (the "REJA Acquisition"). The Company acquired substantially all of the
assets of REJA. The assets acquired primarily include REJA's idle inventory,
rental contracts, vehicles, store furniture and fixtures, computers and
leasehold improvements. In addition, the Company assumed the leases for 8 of
REJA's former store locations. The Company combined one REJA store location
with an existing store. The Company delivered 132,000 shares of voting Common
Stock, $.01 par value per share and $500,000, as the aggregate purchase price
in connection with the REJA acquisition.



                                       3
<PAGE>   4
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------

     Management believes that the acquisitions provide the Company with certain
strategic benefits including (i) greater market share in certain regions, (ii)
increased geographic presence, and (iii) increased revenues without significant
increase to corporate overhead. Management believes that substantial
opportunity exists to improve the performance of the stores. There can be no
assurance that the stores will perform in accordance with expectations or that
the Company will not encounter unanticipated problems or liabilities in
connection with these stores.

Products

     The Company generally purchases products directly from the manufacturers
and local distributors. Products offered by the Company include a variety of
brands, styles and models of television sets, audio equipment, video cassette
recorders, washers and dryers, refrigerators and freezers, microwave ovens,
furniture and jewelry. Although the Company presently expects to continue
relationships with its existing suppliers, there are numerous sources of
products, and the Company does not believe its operations are dependent on any
one or more of its present suppliers.

Advertising

     The Company markets its products and services by selecting prominent store
locations in retail shopping areas on main traffic thoroughfares near targeted
customers' residences or job locations. Additionally, the Company solicits new
business by acquainting potential customers with the Company's products and
services through mailing lists and local media advertising programs. The
Company also has programs which reward existing customers with rental discounts
or cash payments for the referral of new customers.

Competition

     The rental-purchase industry is highly competitive. Competition is based
primarily on store location, product selection and availability, customer
service and rental rates and terms. Several of the Company's competitors are
national and regional and some have significantly greater financial and
operating resources and name recognition than the Company. In addition, the
Company faces competition from sources outside the rental-purchase industry,
such as department stores, discount stores and retail outlets. These
competitors may offer an installment sales program or may compete with the
Company simply on the basis of product and price. There is no assurance that
the Company will be able to compete successfully against these competitors.
Because capital and other requirements for entry into the rental-purchase
industry is relatively low, competition may arise from new sources not
currently competing with the Company. Increased competition could have a
material adverse effect on the Company's sales and profitability.

Personnel

     At July 31, 1996, the Company employed approximately 267 full-time
employees, of which 14 are located at the corporate office in Dallas, Texas.
The Company has various incentive programs for all personnel. None of the
Company's employees are represented by a labor union. The Company considers its
relations with its employees to be satisfactory.

Company Stores

                                                                           
     The number of stores  operated by the Company has  increased  from 35 as 
of July 31, 1995 to 62 as of July 31,  1996.  The  following  table shows the
number of stores opened, acquired and combined during the year.       
                                                                           

<TABLE>
<CAPTION>

                                                         Number of Stores
                                                         ----------------
<S>                                                      <C>
   Open at July 31, 1995                                        35
   Opened                                                        4
   Acquired                                                     24
   Combined                                                     (1)
                                                                --
   Open at July 31, 1996                                        62
                                                                ==
</TABLE>




                                       4
<PAGE>   5
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------
Regulation

     FEDERAL REGULATION Although certain proposed federal regulations are under
consideration, no federal legislation has been enacted regulating
rental-purchase transactions. As of July 31, 1996, four bills have been
introduced in Congress that would regulate the rental-purchase industry. Two of
the bills are supported by the Association of Progressive Rental Organization
("APRO") and mandate certain disclosures to customers similar to those required
by most state legislation. The Company does not believe that these laws, if
enacted, will have a material adverse effect upon the Company's operations.

     The other two bills include certain credit sale requirements and would
subject rental-purchase transactions to interest rate, finance charge and fee
limitations, as well as the Federal Truth in Lending Act, the Equal Credit
Opportunity Act, the Fair Debt Collection Practices Act and the Fair Credit
Reporting Act. These bills would also require the lessor to make certain
disclosures to customers about the terms of the rental-purchase transaction.
The Company believes that in the event federal legislation is enacted
regulating rental-purchase transactions as credit sales, the Company would be
able to adapt to the new laws and remain profitable by repositioning itself as
a rent-to-rent business. However, there can be no assurance that the proposed
legislation, if enacted, would not have a material adverse effect on the
business of the Company.

     STATE REGULATION With some variations in individual states, most state
legislation requires the lessor to make prescribed disclosures to a customer
about the rental-purchase agreement and transaction. These laws require certain
contractual and advertising disclosures concerning the rental-purchase
agreement and the nature of the transaction and also provide varying levels of
substantive consumer protection, such as requiring a grace period for late
payments and contract reinstatement rights in the event the agreement is
terminated for nonpayment of rentals and, in some instances, limits certain
fees that may be charged. Some states require written disclosure of all
material aspects of the transaction, including the cash price of the
merchandise, the purchase option prices during the term of the agreement and
the total amount of rentals that must be paid in order to acquire ownership of
the merchandise and prohibit confession-of-judgement clauses.

ITEM 2.  PROPERTIES

     All store locations, with the exception of one, and the home office
facility in Dallas, Texas are leased. Store facilities typically are showroom
locations of approximately 3,700 square feet in retail centers on heavy traffic
thoroughfares near customers' residences or work places. Almost all available
rental merchandise is kept in the showroom area which comprises the majority of
the available square footage. Store location is considered critical to the
success of the store.

     The Company's store locations by state at July 31, 1996, are as follows:

<TABLE>
<CAPTION>
                State                            Number of Stores
                -----                            ----------------
                <S>                              <C>
                Alabama                               15
                Arkansas                               1
                Georgia                                2
                Mississippi                           17
                North Carolina                         5
                South Carolina                         8
                Tennessee                             14
                                                      --
                                                      62
</TABLE>

ITEM 3.  LEGAL PROCEEDINGS

     There are no legal proceedings other than ordinary routine litigation
incidental to the Company's business to which the Company or any of its
subsidiaries is a party or to which any of its property is subject.

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

     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.

                                  



                                       5
<PAGE>   6
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------

                                    PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDERS 
         MATTERS

     The Company's Common Stock began trading on the Nasdaq Small-Cap Market on
December 19, 1995 under the symbol "BSTW". Prior thereto, the Company's Common
Stock was quoted in the "pink sheets" and was traded on a limited basis. The
following table sets forth, for the periods indicated, the high and low sales
price per share of the Common Stock as reported on the Nasdaq Small-Cap Market.

<TABLE>
<CAPTION>
                                                 Year ended July 31, 1996
                                                 --------------------------
                                                   High               Low
                                                 --------           -------
<S>                                               <C>               <C>
            Second Quarter                        $ 9               $ 8 7/8
            Third Quarter                         $11 1/2           $ 9 1/2
            Fourth Quarter                        $11               $ 9
</TABLE>

     At July 31,  1996,  there  were 496  stockholders  of  record  of the  
Company's  Common  Stock,  calculated  based on the  number of recordholders.

     The Company has not paid cash dividends on its Common Stock since its
inception and intends to retain earnings for operations. The Company is a party
to a loan agreement which prohibits the payment of cash dividends on Common
Stock.

     On May 16, 1996, the Company decreased the authorized number of shares of
Common Stock from 20,000,000 shares to 5,000,000 shares.

ITEM 6.       SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
                                                                              Fiscal year
                                                                             ended July 31,
                                        -------------------------------------------------------------------------
                                           1996             1995           1994           1993           1992
                                           ----             ----           ----           ----           -----
<S>                                     <C>            <C>             <C>            <C>            <C>         
Revenues from continuing operations     $ 18,923,852   $ 16,423,262    $ 16,369,149   $ 12,436,708   $  9,518,822
Income from continuing
         operations before tax
         and extraordinary item              902,903      1,072,112         722,902        843,606        197,674
Current income tax expense                    49,099        101,047          35,319          5,245           --
Deferred income tax expense (benefit)        321,574     (2,013,784)           --             --             --
Loss on capital restructure                     --             --              --          381,755           --
Gain on debt restructure,
         net of fees                            --             --              --             --        1,963,833
Loss from discontinued operations,
         net of taxes                        394,568           --              --             --             --
Net income                                   137,662      2,984,849         687,583        456,606      2,161,507
Net income per common
         and common equivalent share             .09           1.99             .46           1.22           8.10
Cash flows provided by operation           7,365,631      6,542,227       6,370,945      5,619,132      3,855,181
Total assets                              18,925,440     13,709,895      11,083,279      8,614,802      7,255,177
Notes payable                              9,048,928      6,070,302       6,485,659      4,617,688      8,167,836
Stockholders' equity/(deficit)             7,417,190      6,041,293       3,060,154      2,372,571     (3,671,089)
</TABLE>



                                       6
<PAGE>   7
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------

ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
              RESULTS OF OPERATIONS

     During the year ended July 31, 1996, the Company opened four new stores
and acquired a single store location in November 1995. The All Star Acquisition
added 15 stores in April 1996 and the REJA Acquisition added 8 stores in July
1996, of which one was combined with an existing store location. The Company
purchased new merchandise, purchased new delivery vans and is in the process of
upgrading the acquired stores' appearance and incorporating the Company's
existing broad-based training program for the acquired stores' employees.

Results of Operations for the Fiscal Year Ended July 31, 1996 Compared to 1995

     The following table sets forth, for the periods indicated, certain items
from the Company's Consolidated Statements of Income, expressed as a percentage
of revenues.

<TABLE>
<CAPTION>
                                                                   Year Ended
                                                                     July 31
                                                                ----------------
                                                                 1996       1995
                                                                 ----       ----
<S>                                                               <C>       <C>  
Revenues
    Rental income                                                 98.9%     99.0%
    Sales of merchandise                                           1.1       1.0
                                                                 -----     -----
       Total revenues                                            100.0     100.0
                                                                 -----     -----
Cost and operating expenses
    Depreciation and amortization -
       Rental merchandise                                         23.5      24.1
       Other                                                       5.9       5.7
    Cost of merchandise sold                                       1.1        .9
    Salaries and wages                                            25.0      24.4
    Advertising                                                    3.7       4.4
    Occupancy                                                      4.9       4.6
    Other operating expenses                                      27.8      26.3
    Interest expense                                               3.1       3.1
    Loss on sale of property and equipment                          .2      --
                                                                 -----     -----
       Total cost and operating expenses                          95.2      93.5
                                                                 -----     -----
Income before continuing operations and income tax provision       4.8       6.5
                                                                 -----     -----
    Current income tax expense                                      .2        .6
    Deferred income tax expense (benefit)                          1.7     (12.3)
                                                                 -----     -----
                                                                   1.9     (11.7)
                                                                 -----     -----
Income from continuing operations                                  2.9      18.2
                                                                 -----     -----
Discontinue operation:
     Loss from discontinued business, net of taxes                  .8      --
     Loss on disposal of business, net of taxes                    1.3      --
                                                                 -----     -----
Loss from discontinued operations                                  2.1      --
                                                                 -----     -----
     Net income                                                    0.8%     18.2%
                                                                 =====     =====
</TABLE>







                                       7
<PAGE>   8
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------
ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
              RESULTS OF OPERATIONS, Continued

     Total revenue increased $2,500,590 or 15.2% to $18,923,852 as compared to
$16,423,262 in fiscal year 1995. The increase was due to the inclusion of
approximately four months operations for the stores acquired in the All Star
Acquisition, one month operations for the stores acquired in the REJA
Acquisition, nine months operations for a single store acquisition, operations
for four internal new store openings and increased same store revenues. The
stores acquired in the All Star Acquisition, which was consummated on April 12,
1996, accounted for $1,647,143 (66%) of the increase, the stores acquired in
the REJA Acquisition, which was consummated on July 1, 1996, accounted for
$190,384 (8%) of the increase, the single store acquisition, which was
consummated on November 8, 1995, accounted for $173,752 (7%) of the increase,
internal new store openings, which were opened in September 1995, October 1995
and March 1996, accounted for $443,318 (18%) of the increase, while the
Company's same stores accounted for $45,993 (1%) of the increase. The Company
receives rental revenues from various products including televisions and video
cassette recorders, household appliances, as well as home furniture and
jewelry. In fiscal year 1996, approximately 19% of the Company's rental revenue
was derived from appliances, 23% from home furniture, 31% from electronics, 12%
from various other products such as jewelry and 15% from various services and
charges to rental customers including reinstatement fees and liability waiver
fees.

     Total cost and operating expenses increased $2,669,799 or 17.4% to
$18,020,949 primarily as a result of the opening of four new stores and costs
and operating expenses associated with the All Star and REJA Acquisitions. The
four new stores incurred operating losses of approximately $58,000. Total cost
and operating expenses increased from 93.5% to 95.2% of total revenues. This
1.7% net increase resulted primarily from a 1.5% increase in other operating
expenses as a percentage of total revenues. This increase in other operating
expenses occurred primarily because of certain indirect acquisition costs of
approximately $75,000 relating to the All Star and REJA Acquisitions and a .9%
net increase in costs associated with the write-off of rental merchandise as a
percentage of total revenues. Salaries and wages increased $720,590 or 17.9% to
$4,734,879 and increased from 24.4% to 25.0% of total revenues primarily due to
the addition of key management personnel in operations, real estate management
and human resource departments added in preparation for expansion. Occupancy
expense increased $171,592 or 22.6% to $931,205 and increased from 4.6% to 4.9%
of total revenues primarily due to the opening of four new store locations and
the All Star and REJA Acquisitions.

     In fiscal year 1995, the Company formed a new subsidiary, Bestway Auto,
Inc., ("Bestway Auto") due to the Company's entry into the retail used car
sales and finance business. The Company test marketed the concept through the
opening of a single prototype retail sales facility which experienced losses,
before income taxes, of $144,111. In February 1996, the Company exchanged cash
and its capital stock in Bestway Auto for a 49% Common Stock interest in Value
Auto and a non-voting, non-dividend paying Preferred Stock of Value Auto. For
the period February 1, 1996 through July 31, 1996, the Company's equity
interest in the operating losses of Value Auto was approximately $67,000. Based
on Management's assessment of the future operating results of the Company's
auto sales business, management has concluded that the Company will abandon the
auto sales business and its investment in Value Auto should be written off.
(see Note 10).

Financial Condition, Liquidity and Capital Resources

     On April 12, 1996, the Company amended its August 19, 1993 Second
Amendment to First Amended and Restated Revolving Credit Loan Agreement with
its senior collateralized lender. In the amendment, the Company increased the
maximum amount available under the line of credit from $4,000,000 to $7,500,000
and extended the maturity date from August 18, 1996 to August 18, 1997.

     On July 19, 1996 the Company extended its maturity on the $100,000
subordinated note payable to director and stockholder dated July 19, 1993. The
note which matured on July 19, 1996 was extended until August 19, 1997. On
August 26, 1996, the Company extended its maturity on the $500,000 subordinated
note payable to affiliate date March 4, 1992 from August 31, 1996 to August 31,
1997. For the year ended July 31, 1996, the Company's net cash flows from
operating activities was $7,365,631 as compared to $6,542,227 for the year
ended July 31, 1995. The increase was primarily due to an increase in cash
generating earnings.




                                       8
<PAGE>   9
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------

ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
              RESULTS OF OPERATIONS, Continued

     For the year ended July 31, 1996, the Company's net cash flows used in
investing activities was $8,758,450 as compared to $6,070,711 for the year
ended July 31, 1995. The Company's investing activities reflect the investment
in Value Auto Partners, Ltd., the REJA Acquisition, and significant increases
in purchases of rental units and property and equipment. The increased
investing activities were necessary to fund the four new store openings,
upgrade the quality of merchandise in the All Star stores and purchase new
delivery vans. The Company's investing activities reflect its continuing
replacement of rental merchandise that was purchased by customers either by
full pay out under the rental agreement or by exercise of the customers early
purchase option.

     For the year ended July 31, 1996, the Company's net cash flows from
financing activities was $1,388,990 as compared to $(415,357) for the year
ended July 31, 1995. The increase in financing activities principally reflects
increased borrowings on the Company's debt.

     With the Company having available credit of $2,444,973 under the
$7,500,000 amended line of credit at July 31, 1996, management believes the
Company has adequate resources to meet its future cash obligations.

     During March 1995, the Financial Accounting Standards Board issued SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of." The standard is effective for financial statements
for fiscal years beginning after December 15, 1995. The Company's analysis of
this new standard indicates that the standard should not have a material effect
on its financial position or results of operations.

     SFAS No. 123 entitled "Accounting for Stock-Based Compensation" was issued
in 1995 and will be effective for the Company in fiscal year 1997. The
statement defines a fair value based method of accounting for stock-based
compensation but allows a company to continue to measure compensation costs
using the intrinsic value based method in accordance with Accounting Principal
Board Opinion No. 25. The Company expects to continue to use the intrinsic
value based method, but will provide the required disclosures.

Inflation

     Although the Company cannot precisely determine the effects of inflation
on its business, it is management's belief that the effects on revenues and
operating results have not been significant.

Results of Operations for the Fiscal Year Ended July 31, 1995 Compared to 1994

     Revenue increased $54,113 or 0.3% to $16,423,262 as compared to
$16,369,149 in fiscal year 1994. Same store revenue, which includes all stores
opened prior to fiscal year 1994, increased $733,732 and the Company's
Mississippi stores acquired in fiscal year 1994 and three new stores opened in
fiscal 1994 increased $1,081,251 and $517,717, respectively. Additionally, the
Company experienced a decline of $2,278,587 in revenue as a result of the asset
purchase agreement with another rental dealer in which the Company sold
substantially all of the rental inventory being rented by customers pursuant to
rental agreements at four stores in Missouri and two stores in Illinois. The
Company's improved performance is primarily due to the implementation of a
marketing program based on increasing the Company's share of the customer's
business and the implementation of a broad-based training program designed to
improve customer satisfaction skills of the Company's employees and to reduce
employee turnover. The Company receives rental revenue from various products
including televisions and video cassette recorders, household appliances, as
well as home furniture and jewelry. In fiscal year 1995, approximately 18% of
the Company's rental revenue was derived from appliances, 23% from home
furniture, 30% from electronics, 14% from various other products such as
jewelry and 15% from various services and charges to rental customers including
reinstatement fees and liability waiver fees.





                                       9

<PAGE>   10
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------

ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
              RESULTS OF OPERATIONS, Continued

Results of Operations for the Fiscal Year Ended July 31, 1995 Compared to 
1994, continued

     Cost and operating expenses, which primarily consist of depreciation and
amortization, salaries and wages, advertising, other operating expenses and
interest expense decreased to 93.5% from 95.6% of total revenues. The three new
store locations opened in fiscal year 1994 experienced revenues in excess of
direct store operating expenses of approximately $187,000 in fiscal year 1995
compared to losses of approximately $134,000 in fiscal year 1994. Total store
operating margins including the three new stores, Mississippi stores acquired
September 10, 1993 and same stores increased 29.3% as a result of increased
revenues, as well as, better merchandising strategies and due to upgrading the
Company's sales and support resources. Interest expense increased to 3.1% from
2.4% of total revenues due to increased borrowings for the purchase of new
delivery vans and a 1.5% increase in the interest rate at July 31, 1995
compared to July 31, 1994.

     Based on a positive earnings trend and estimates of future taxable income,
the Company has recognized a portion of its net deferred tax asset through a
$2,013,784 reduction in the valuation allowance. The effect on earnings per
share of this reduction in the valuation allowance is approximately $1.34.
Accordingly, without this reduction earnings per share would have been $.65.

ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Reference is hereby made to the Consolidated Financial Statements and
notes thereto appearing at pages F-1 to F-16 hereof.

                                    PART III

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required will be contained in the Company's Proxy
Statement for the Annual Meeting of Shareholders for 1996, and is incorporated
herein by reference.

ITEM 11.      EXECUTIVE COMPENSATION

     The information required will be contained in the Company's Proxy
Statement for the Annual Meeting of Shareholders for 1996, and is incorporated
herein by reference.

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required will be contained in the Company's Proxy
Statement for the Annual Meeting of Shareholders for 1996, and is incorporated
herein by reference.

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required will be contained in the Company's Proxy
Statement for the Annual Meeting of Shareholders for 1996, and is incorporated
herein by reference.







                                       10
<PAGE>   11
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------
                                    PART IV

ITEM 14.      EXHIBITS AND REPORTS ON FORM 8-K

(a)           The following are filed as Exhibits to this Annual Report filed as
              Form 10-K for the year ended July 31, 1996.

(b)           Exhibits

<TABLE>
<CAPTION>
              Exhibit
              Number            Document
              --------          --------
<S>                       <C>
                          
              2.1 (a)     Agreement for the Purchase and Sale of Assets by and 
                          among All Star Rental, Inc., Robert D. Simons, Keith
                          Crosby and Bestway, Inc. (1)
                          
              2.1 (b)     Agreement for the Purchase and Sale of Assets by and 
                          among REJA, Inc., Gus Blass III, Tucker Morse, D.
                          Eugene Fortson, Warren Stephenson, Rod Reed and 
                          Bestway, Inc. (2)
                          
              3.1         Amended and Restated Certificate of Incorporation (3)
                          
              10.1        Second Amendment to First Amended and Restated 
                          Revolving Credit Loan Agreement (1)
                          
              21          Subsidiaries
                          
              27          Financial Data Schedule
                                   Filed electronically only, not attached to 
                                   printed reports
                          
                          (1)      Filed as exhibits to Form 8-K on April 25, 
                                   1996, incorporate herein by reference.
                          (2)      Filed as exhibit to Form 8-K on July 11, 
                                   1996, incorporated herein by reference.
                          (3)      Filed as exhibit to Form 10-Q on June 14, 
                                   1996, incorporated herein by reference.
                          

</TABLE>

(c)           Reports on Form 8-K

              (1)     On April 25, 1996, the Company filed a Form 8-K
                      disclosing the Purchase and Sale of Assets by and among
                      the Company, All Star Rental, Inc. and Robert D. Simons
                      and Keith Crosby, the sole shareholders of All Star.

              (2)     On April 25, 1996, the Company filed a Form 8-K
                      disclosing the Second Amendment to First Amended and
                      Restated Revolving Credit Loan Agreement by and among the
                      Company, the Company's senior secured lender and certain
                      subsidiaries of the Company to increase the maximum
                      amount of revolving credit under such loan and extend the
                      termination date of such agreement.

              (3)     On June 24, 1996, the Company filed a Form 8-KA amending
                      the previously filed Form 8-K on April 25,1996 to include
                      the financial statements of All Star Rental, Inc. for the
                      years ended December 31, 1995 and 1994. In addition, pro
                      forma financial information was included as of January
                      31, 1996, for the year ended July 31, 1995 and for the
                      six months ended January 31, 1996.

              (4)     On July 11,  1996,  the  Company  filed a Form 8-K  
                      disclosing the Purchase  and Sale of  Assets  by and among
                      the Company, REJA, Inc. and Gus Blass III, Tucker Morse, 
                      D. Eugene Fortson, Warren Stephenson and Rod Reed.




                                       11

<PAGE>   12
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------


                                  SIGNATURES

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


                                       BESTWAY, INC.



October 22, 1996                       /s/ R. Brooks Reed
                                       ----------------------------------------
                                       R. BROOKS REED, CHAIRMAN OF THE BOARD
                                       OF DIRECTORS AND CHIEF EXECUTIVE OFFICER



     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities indicated on the 22 day of October 1996.

<TABLE>
<S>                                       <C> 
/s/ R. Brooks Reed                        Chairman of the Board of Directors
-------------------------                 and Chief Executive Officer
R. BROOKS REED                                                       
                                          
/s/ Jack E. Meyer                         Director
------------------------- 
JACK E. MEYER                             
                                          
/s/ James A. O'Donnell                    Director
------------------------- 
JAMES A. O'DONNELL                        
                                          
/s/ Beth A. Durrett                       Vice President - Controller
------------------------- 
BETH A. DURRETT                           
                                          
/s/ Teresa A. Sheffield                   Vice President - Operations
------------------------- 
TERESA A. SHEFFIELD                       
</TABLE>                                        




                                       12


<PAGE>   13
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------


                                 BESTWAY, INC.
                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                                                                                           Page No.
                                                                                                                           --------
<S>                                                                                                                        <C>
Report of Independent Accountants                                                                                            F-2

Financial Statements:
       Consolidated Balance Sheets as of July 31, 1996 and 1995                                                              F-3

       Consolidated Statements of Income for the years ended July 31, 1996, 1995 and 1994                                    F-4

       Consolidated Statements of Cash Flows for the years ended July 31, 1996, 1995 and 1994                                F-5

       Consolidated Statements of Stockholders' Equity for the years ended July 31, 1996, 1995 and 1994                      F-6

       Notes to Consolidated Financial Statements                                                                         F-7 - F-16
</TABLE>




                                      F-1


<PAGE>   14
[COOPERS & LYBRAND LETTERHEAD]

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
of Bestway, Inc.:

We have audited the accompanying consolidated balance sheets of Bestway, Inc.
as of July 31, 1996 and 1995, and the related consolidated statements of
income, stockholders' equity, and cash flows for each of the three years in the
period ended July 31, 1996. 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 audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about 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 audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Bestway, Inc. as of July 31, 1996 and 1995, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended July 31, 1996, in conformity with generally accepted accounting
principles.

COOPERS & LYBRAND L.L.P.

Dallas, Texas
October 11, 1996

<PAGE>   15
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                       July 31, 1996   July 31, 1995
                                                                       -------------   -------------
      ASSETS
<S>                                                                    <C>             <C>
Cash                                                                   $    325,513    $    329,342
Restricted cash                                                             119,342         119,342
Prepaid expenses                                                            342,912         129,311
Deferred tax asset                                                        1,821,701       2,013,784
Investment in partnership                                                   423,560            --
Other assets                                                                121,473         209,506
Rental merchandise, at cost                                              14,309,351      10,596,609
      less accumulated depreciation                                       4,716,054       4,189,727
                                                                       ------------    ------------
                                                                          9,593,297       6,406,882
                                                                       ------------    ------------
Property and equipment, at cost                                           4,768,700       3,584,071
      less accumulated depreciation                                       2,340,664       1,702,486
                                                                       ------------    ------------
                                                                          2,428,036       1,881,585
                                                                       ------------    ------------
Non-competes, net of amortization                                           959,339         581,977
Goodwill, net of amortization                                             2,790,267       2,038,166
                                                                       ------------    ------------
      Total assets                                                     $ 18,925,440    $ 13,709,895
                                                                       ============    ============

      LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable                                                       $    976,869    $    718,861
Accrued interest - related parties                                           12,023          12,013
Accrued interest - other                                                     49,253          22,043
Income taxes payable                                                         66,031          85,061
Other accrued liabilities                                                 1,355,146         760,322
Notes payable-related parties                                             3,600,000       3,600,000
Notes payable-other                                                       5,448,928       2,470,302
Commitments and contingencies (Notes 7 and 13) 
      Stockholders' Equity:
      Preferred Stock, $10.00 par value,
        1,000,000 authorized, none issued                                      --              --
      Common Stock, $.01 par value, 5,000,000 authorized,
        1,747,717 and 1,500,070 issued and outstanding at July 31,
        1996 and July 31, 1995, respectively                                 17,477          15,001
       Paid-in capital                                                   16,078,670      14,842,911
       Accumulated deficit                                               (8,678,957)     (8,816,619)
                                                                       ------------    ------------
       Total stockholders' equity                                         7,417,190       6,041,293
                                                                       ------------    ------------
       Total liabilities and stockholders' equity                      $ 18,925,440    $ 13,709,895
                                                                       ============    ============

</TABLE>

   The accompanying notes are an integral part of the financial statements.






                                      F-3


<PAGE>   16
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                 Fiscal Years Ended
                                                       ---------------------------------------------
                                                       July 31, 1996   July 31, 1995   July 31, 1994
                                                       -------------   -------------   -------------
<S>                                                    <C>             <C>             <C>         
Revenues:
        Rental income                                  $ 18,710,098    $ 16,261,267    $ 16,162,227
        Sales of merchandise                                213,754         161,995         206,922
                                                       ------------    ------------    ------------
                                                         18,923,852      16,423,262      16,369,149
                                                       ------------    ------------    ------------
Cost and Operating Expenses:
        Depreciation and amortization:
          Rental merchandise                              4,452,326       3,959,484       4,177,992
          Other                                           1,111,976         937,690         766,665
        Cost of  merchandise sold                           208,785         140,038         226,734
        Salaries and wages                                4,734,879       4,014,289       4,051,757
        Advertising                                         709,237         726,967         818,366
        Occupancy                                           931,205         759,613         779,785
        Other operating expenses                          5,263,871       4,302,231       4,514,984
        Interest expense                                    569,532         510,838         399,883
        Gain on sale of assets                                 --              --          (190,095)
        Loss on sale of property and equipment               39,138            --           100,176
                                                       ------------    ------------    ------------
                                                         18,020,949      15,351,150      15,646,247
                                                       ------------    ------------    ------------
Income from continuing operations before income tax
        provision (benefit):                                902,903       1,072,112         722,902
                                                       ------------    ------------    ------------
        Current income tax expense                           49,099         101,047          35,319
        Deferred income tax expense (benefit)               321,574      (2,013,784)           --
                                                       ------------    ------------    ------------
                                                            370,673      (1,912,737)         35,319
                                                       ------------    ------------    ------------
Income from continuing operations                           532,230       2,984,849         687,583
                                                       ------------    ------------    ------------
Discontinued operations (Note 10):
        Loss from discontinued business
              (net of income tax benefit of $78,147)        156,425            --              --
                                                       ------------    ------------    ------------
        Loss on disposal of business
              (net of income tax benefit of $68,535)        238,143            --              --
                                                       ------------    ------------    ------------
Loss from discontinued operations, net                      394,568            --              --
                                                       ------------    ------------    ------------
Net income                                             $    137,662    $  2,984,849    $    687,583
                                                       ============    ============    ============
Net income per share from continuing operations        $        .34    $       1.99    $        .46
                                                       ============    ============    ============
Net loss per share from discontinued operations                (.25)           --              --
                                                       ------------    ------------    ============
Net income per share                                   $        .09    $       1.99    $        .46
                                                       ------------    ============    ------------
Weighted average common shares outstanding                1,549,619       1,502,239       1,505,276
                                                       ============    ============    ============
</TABLE>

   The accompanying notes are an integral part of the financial statements.








                                      F-4
<PAGE>   17
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                       Fiscal Years Ended
                                                               -------------------------------------------
                                                               July 31, 1996  July 31, 1995  July 31, 1994
                                                               -------------  -------------  -------------
<S>                                                            <C>            <C>            <C>        
Cash flows from operating activities:
       Net income                                              $   137,662    $ 2,984,849    $   687,583
Adjustments to reconcile net income to net cash provided by
   operating activities:
       Depreciation and amortization                             5,564,300      4,897,174      4,944,657
       Net book value of rental units retired                    1,237,172        775,319        989,817
       Gain on sale of assets                                         --             --         (190,095)
       Loss on sale of property and equipment                       39,138           --          100,176
       Loss on discontinued operations                             394,568           --             --
       Deferred income taxes                                       321,574     (2,013,784)          --
       Other                                                          --           (3,710)          --
Changes in operating assets and liabilities other than cash:
       Prepaid expenses                                           (212,911)        20,971        (63,552)
       Other assets                                                 75,140       (179,426)       (10,564)
       Accounts payable                                           (147,613)       (68,639)       141,556
       Income taxes payable                                         (1,841)        49,742         30,074
       Other accrued liabilities                                   (41,558)        79,731       (258,707)
                                                               -----------    -----------    -----------
         Total adjustments                                        (328,783)       (97,621)      (161,192)
                                                               -----------    -----------    -----------
Net cash flows from operating activities                         7,365,631      6,542,227      6,370,945
                                                               -----------    -----------    -----------
Cash flows from investing activities:
       Purchase of rental units and equipment                   (6,609,139)    (5,432,430)    (5,468,075)
       Additions to property and equipment                      (1,122,102)      (668,701)    (1,391,867)
       Proceeds from sale of property and equipment                 15,278         30,420          2,500
       Proceeds from insurance recovery                             43,254           --             --
       Proceeds from sale of assets                                   --             --          777,015
       Purchase of investments                                    (586,541)          --             --
       Investment in restricted cash                                  --             --         (119,342)
       Mississippi asset purchase                                     --             --       (2,116,761)
       REJA asset purchase, net of cash acquired                  (499,200)          --             --
                                                               -----------    -----------    -----------
Net cash flows used in investing activities                     (8,758,450)    (6,070,711)    (8,316,530)
                                                               -----------    -----------    -----------
Cash flows from financing activities:
       Proceeds of notes payable                                 5,025,000        996,800      3,088,438
       Repayment of notes payable                               (3,636,010)    (1,412,157)    (1,220,467)
                                                               -----------    -----------    -----------
Net cash flows provided by (used in) financing activities        1,388,990       (415,357)     1,867,971
                                                               -----------    -----------    -----------
Cash at the beginning of the year                                  329,342        273,183        350,797
                                                               -----------    -----------    -----------
Cash at the end of the year                                    $   325,513    $   329,342    $   273,183
                                                               ===========    ===========    ===========
</TABLE>


   The accompanying notes are an integral part of the financial statements.





                                      F-5


<PAGE>   18
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


For years ended July 31, 1996, 1995, and 1994
<TABLE>
<CAPTION>
                                                         Common Stock
                                                 ----------------------------      Paid-in       Accumulated
                                                    Shares         Amount          Capital         Deficit
                                                 ------------    ------------    ------------    ------------
<S>                                               <C>          <C>             <C>             <C>          
Balance at July 31, 1993                            1,505,276    $     15,053    $ 14,846,569    $(12,489,051)
                                                 ------------    ------------    ------------    ------------
   Net income for the year ended July 31, 1994           --              --               --          687,583
                                                 ------------    ------------    ------------    ------------
Balance at July 31, 1994                            1,505,276          15,053      14,846,569     (11,801,468)
                                                 ------------    ------------    ------------    ------------
   Stock cancellation                                  (8,950)            (89)        (13,335)           --
   Stock awards                                         3,744              37           9,677            --
   Net income for the year ended July 31, 1995           --              --               --        2,984,849
                                                 ------------    ------------    ------------    ------------
Balance at July 31, 1995                            1,500,070          15,001      14,842,911      (8,816,619)
                                                 ------------    ------------    ------------    ------------
   Stock issued in acquisitions                       247,647           2,476       1,235,759            --
   Net income for the year ended July 31, 1996           --              --               --          137,662
                                                 ------------    ------------    ------------    ------------
Balance at July 31, 1996                            1,747,717    $     17,477    $ 16,078,670    $ (8,678,957)
                                                 ============    ============    ============    ============
</TABLE>




   The accompanying notes are an integral part of the financial statements.





                                      F-6


<PAGE>   19
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

       Basis of Presentation 
            The consolidated financial statements of Bestway, Inc. (the 
       "Company"), include the Company's wholly-owned operating subsidiaries,
       Bestway Rental, Inc. which operates under the registered trade name
       "Bestway Rent-To-Own," U.S. Credit-Service Corporation and Westdale Data
       Service, Inc. and a 50% interest in Value Auto Partners, Ltd., which is
       accounted for by the equity method. Intercompany balances and
       transactions have been eliminated in the consolidated financial  
       statements.
        
            The Company owns and operates a total of sixty-two stores located in
       various states. The stores operations are controlled and monitored
       through the Company's management information system networked with its
       home office in Dallas, Texas. The Company's store locations by state as
       of July 31, 1996, are as follows:
        
<TABLE>
<CAPTION>

                       State                                  Number of Stores
                       ------                                 ----------------
                       <S>                                    <C>
                       Alabama                                      15
                       Arkansas                                      1
                       Georgia                                       2
                       Mississippi                                  17
                       North Carolina                                5
                       South Carolina                                8
                       Tennessee                                    14
                                                                    --
                                                                    62
                                                                    ==
</TABLE>

       Rental Merchandise, Related Rental Revenue and Depreciation
            Rental merchandise is rented to customers pursuant to rental 
       agreements which provide for either weekly or monthly rental terms with
       nonrefundable rental payments for the first week or month collected in
       advance. Rental revenue is recognized as collected since at the time of
       collection the rental merchandise has been placed in service and costs of
       installation and delivery have been incurred. Rental agreements generally
       cover a period of 12 to 24 months with a majority of rental agreements
       specifying 18 months. At the end of each rental period, the customer can
       renew the rental agreement, return the merchandise with no obligation, or
       purchase the merchandise by exercising their early purchase option.
       Amounts received from such sales are included in revenue when received.
       Past due or stolen merchandise is expensed generally within three months
       from the due date. The Company receives rental revenue from various
       products including televisions and video cassette recorders, household
       appliances, as well as home furniture and jewelry. In fiscal year 1996,
       approximately 19% of the Company's rental revenue was derived from
       appliances, 23% from home furniture, 31% from electronics, 12% from
       various other products such as jewelry and 15% from various services and
       charges to rental customers including reinstatement fees and liability
       waiver fees. In fiscal year 1995, approximately 18% of the Company's
       rental revenue was derived from appliances, 23% from home furniture, 30%
       from electronics, 14% from various other products such as jewelry and 15%
       from various services and charges to rental customers including
       reinstatement fees and liability waiver fees.
        
            Merchandise rented to customers, or available for rent, is recorded
       at cost net of accumulated depreciation, which equals the carrying
       amount, and is classified in the consolidated balance sheets as rental
       merchandise. Merchandise rented to customers is depreciated on the
       income-forecast basis over the term of the rental agreement ranging from
       12 to 24 months. When not on rent, merchandise is not depreciated.
        
       Sales of Merchandise 
            Sales of merchandise includes revenue from cash sales of primarily 
       used merchandise.
        

                                      F-7


<PAGE>   20
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

       Property and Equipment
            Property and equipment are recorded at cost. Major improvements to
       property and equipment are capitalized. Maintenance and repair
       expenditures are charged to expense as incurred. As fixed assets are sold
       or retired, the applicable cost and accumulated depreciation are
       eliminated from the accounts and any gain or loss is recorded.
        
            Depreciation of property and equipment is provided over the 
       estimated useful lives, which range from 1 to 10 years of the respective
       assets, on the straight-line basis.
        
       Restricted Cash 
            Amount represents escrow money deposited in connection with the 
       sale of certain stores as required by the Asset Purchase Agreement as
       herein defined. Disbursements will be made from this account to satisfy
       any taxes owed by the Company, any claims of third parties against the
       assets which are the Company's responsibility, or to satisfy any
       indemnification rights as specified in the Asset Purchase Agreement. Upon
       termination, any amount not payable to third parties will be returned to
       the Company.
        
       Intangible Assets
            Goodwill represents the cost in excess of the fair value of net 
       tangible assets of acquired businesses and is being amortized on a
       straight-line basis over 20 years. Accumulated amortization of goodwill
       was $1,569,221 and $1,382,539 at July 31, 1996 and 1995, respectively.
        
            The non-competes represents the allocation of the purchase price 
       from the September 10, 1993 acquisition of 12 stores in Mississippi, the
       April 12, 1996 acquisition of 15 stores in Georgia, North Carolina and
       South Carolina and the July 1, 1996 acquisition of 8 stores in Arkansas
       and Mississippi and is being amortized on a straight-line basis over
       periods from 2 to 5 years. Accumulated amortization of the non-competes
       was $561,900 and $336,933, at July 31, 1996 and 1995, respectively.
        
            The Company continually evaluates the propriety of the carrying 
       amount of goodwill and other intangibles based on the estimated future
       undiscounted cash flows of the related investment, as well as the
       amortization period to determine whether current events and circumstances
       warrant adjustments to carrying value and/or revised estimates of useful
       lives. At this time, the Company believes that no significant impairment
       of the goodwill and other intangibles has occurred and that no reduction
       of the estimated useful lives is warranted.
        
       Income Taxes
            Investment tax credits are accounted for on the "flow-through" 
       method.

       Earning Per Common Share
            Earnings per common share is based on the weighted average of common
       shares outstanding during the period and the effect of considering
       common stock equivalents (stock options) under the treasury stock
       method. Primary and fully diluted earnings per common share are not
       shown because the effect of the stock options is immaterial.

       Advertising Costs
            Advertising costs are expensed as incurred.






                                      F-8
<PAGE>   21
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------
BESTWAY, INC. FORM 10-K NOTES TO FINANCIAL STATEMENTS (Continued)

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

       Estimates
            The preparation of the consolidated financial statements requires
       management to make estimates and assumptions that affect the reported
       amount of assets, particularly deferred tax assets, and liabilities,
       disclosure of contingent assets and liabilities and reported amounts of
       revenues and expenses. Actual results could differ from those estimates.
        
2.     ACQUISITIONS:

            On April 12, 1996, the Company acquired substantially all of the 
       assets and certain liabilities of All Star Rental, Inc. a privately-owned
       South Carolina corporation ("All Star"). The assets acquired by the
       Company included the idle inventory, rental contracts, vehicles, store
       furniture and fixtures, computers and leasehold improvements. In
       addition, the Company assumed the leases for 15 of All Star's former
       store locations.
        
            The Company delivered to All Star 115,647 non-registered shares of 
       the Company's Common Stock valued at $578,235. The aggregate purchase
       price in connection with the acquisition was based on a multiple of
       average monthly revenues less certain assumed liabilities. The
       acquisition has been accounted for under the purchase method and,
       accordingly, the operating results of All Star are included in the
       accompanying consolidated financial statements from the date of
       acquisition. The acquisition resulted in $1,226,283 of intangible assets.
       These items are being amortized on a straight-line basis over periods not
       exceeding 20 years.
        
            On July 1, 1996, the Company acquired substantially all of the 
       assets of REJA, Inc., a privately-owned Arkansas corporation ("REJA").
       The assets acquired by the Company primarily included the idle inventory,
       rental contracts, vehicles, store furniture and fixtures, computers and
       leasehold improvements. In addition, the Company assumed the leases for 8
       of REJA's former store locations.
        
            The Company delivered to REJA 132,000 non-registered shares of the
       Company's Common Stock valued at $660,000 and $500,000 cash, as the
       aggregate purchase price in connection with the acquisition. The
       acquisition has been accounted for under the purchase method and,
       accordingly, the operating results of REJA are included in the
       accompanying consolidated financial statements form the date of
       acquisition. The acquisition resulted in $314,829 of intangible assets.
       These items are being amortized on a straight-line basis over periods
       not exceeding 20 years.

            The following summary reflects the unaudited condensed pro forma
       revenues, costs and operating expenses and presents the results of the
       operations of the Company assuming these acquisitions had been
       consummated as of the first day of the Company's fiscal year ended July
       31, 1995 and are as follows:

<TABLE>
<CAPTION>

                                                 July 31, 1996  July 31, 1995
                                                 -------------  -------------
                                                  (Unaudited)    (Unaudited)
<S>                                               <C>           <C>        
Revenues                                          $25,381,168   $24,738,588
Costs and operating expenses                       24,693,047    21,513,003
                                                  -----------   -----------
Net income from continuing operations             $   688,121   $ 3,225,585
                                                  ===========   ===========
Net income per share from continuing operations   $       .39   $      1.84
                                                  ===========   ===========
</TABLE>





                                      F-9


<PAGE>   22
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)

             On September 10, 1993 the Company acquired for approximately 
       $2,000,000 a substantial portion of the assets of Action Television
       Rental, Inc. and virtually all of the assets of A-1 TV Rental, Inc., both
       privately-owned Mississippi corporations in an asset purchase transaction
       from an individual.
        
             The purchase price was funded from the Company's senior 
       collateralized line of credit. The Company acquired all of the assets
       involved in the daily operations of the stores including all idle rental
       inventory, all rental contracts, vehicles, store furniture and fixtures,
       computers and leasehold improvements. Additionally, the Company obtained
       the seller's former store locations by assuming the twelve locations
       lease agreements.
        
             The impact of one and one-half month's activity on the July 31, 
       1994 income statement is not significant. Accordingly, such information
       has not been provided.
        
3.     PROPERTY AND EQUIPMENT:

             Property and equipment consists of the following:
<TABLE>
<CAPTION>

                                          July 31,       July 31,       
                                           1996            1995         
                                        -----------    -----------      
             <S>                        <C>            <C>              
             Building and leaseholds    $ 1,669,922    $ 1,426,123      
             Vehicles                     1,746,181      1,036,549      
             Furniture and fixtures         596,233        452,691      
             Computer equipment             756,364        668,708      
                                        -----------    -----------      
                                          4,768,700      3,584,071      
                                        -----------    -----------      
             Accumulated depreciation    (2,340,664)    (1,702,486)     
                                        -----------    -----------      
                                        $ 2,428,036    $ 1,881,585      
                                        ===========    ===========      
</TABLE>

4.     NOTES PAYABLE:

              Notes payable consists of the following:
                                                                      
<TABLE>
<CAPTION>
                                                                              Years Ended
                                                                        -----------------------
                                                                         July 31,      July 31,
                                                                           1996         1995
                                                                        ----------   ----------
Senior Collateralized Debt                                    
--------------------------
<S>                                                                     <C>           <C>      
Note payable to bank dated August 19, 1993, amended April 12, 1996,   
     interest payable monthly at prime plus 1.5%; note matures on
     August 18, 1997; note collateralized by substantially all the
     Company's
     assets                                                             $5,055,027   $1,950,027

Subordinated Debt
-----------------

Note payable to limited partnership and stockholder dated July 19,
     1993, interest payable quarterly beginning October 1, 1993 at 4.5%
     per annum; note, as amended,
     matures on August 19, 1997                                          3,000,000    3,000,000

Note payable to director and stockholder dated July 19,
     1993, interest payable quarterly beginning October
     1, 1993 at 4.5% per annum; note, as amended, matures
     on August 19, 1997                                                  100,000      100,000
</TABLE>



                                      F-10


<PAGE>   23
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)

4.     NOTES PAYABLE, Continued
<TABLE>
<CAPTION>
                                                                                 Years Ended
                                                                             ---------------------
                                                                             July 31,     July 31,
                                                                               1996        1995
                                                                             ---------    --------
<S>                                                                          <C>                              
Note payable to affiliate dated March 4, 1992, interest payable monthly
     at prime plus 1.5%; note, as amended, matures on August 31, 1997;
     affiliate has as one of its directors and shareholders the
     Company's CEO and Chairman of the Board of Directors                    500,000      500,000
                                                                                                 
Other Notes Payable
-------------------
Note payable to bank dated July 1, 1994, principal payable monthly,
     interest payable monthly at 9% per
     annum; note matures July 1, 1997                                        156,196      312,391

Note payable to individual dated July 15, 1992, principal
     payable monthly, interest payable monthly at 9% per annum; note
     matures on July 15, 1997                                                 59,359       62,389
                                                                                                 
Note payable to bank dated April 11, 1994, principal payable monthly,
     interest payable monthly at 9% per
     annum; note matures on April 15, 2006                                   137,080      145,495

Notes payable due in monthly installments ranging
     from $800 to $1,400 including interest at an
     average of 9% per annum through fiscal year
     1998                                                                     41,266         --
                                                                          ----------   ----------
                                                                          $9,048,928   $6,070,302
                                                                          ==========   ==========
</TABLE>


             At July 31, 1996 and 1995 the prime rate was 8.25% and 8.75%,
       respectively.

             On April 12, 1996 the Company amended its August 19, 1993 Second
       Amendment to First Amended and Restated Revolving Credit Loan Agreement
       with its senior collateralized lender. In the amendment, the Company
       increased the maximum amount available under the line of credit from
       $4,000,000 to $7,500,000 and extended the maturity date from August 18,
       1996 to August 18, 1997. The loan agreement includes restrictive
       covenants, the most restrictive of which prohibits the payment of
       dividends. At July 31, 1996, the Company had the capacity to borrow
       $2,444,973 under the line of credit.
        
             On July 19, 1996 the $100,000  subordinated  note payable dated 
       July 19, 1993 maturing July 19, 1996 was extended until August 19, 1997.

             On August 26, 1996 the $500,000  subordinated  note payable dated 
       March 4, 1992 maturing August 31, 1996 was extended until August 31, 
       1997.

             At July 31, 1996, the carrying value of the Company's notes payable
       approximated fair value, estimated primarily based on the borrowing
       rates available to the Company for debt with similar terms and average
       maturities.






                                      F-11

<PAGE>   24
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (Continued)

4.     NOTES PAYABLE, Continued

             Following is a summary of maturities of notes payable, as amended,
       for each of the periods ending July 31:


<TABLE>
<Capation>
                   <S>                            <C>
                   1997                           $    251,994
                   1998                              8,679,127
                   1999                                 11,013
                   2000                                 12,046
                   2001                                 14,328
                   Thereafter                           80,420
                                                  ------------
                                                  $  9,048,928
                                                  ============
</TABLE>

5.     INCOME TAXES:

             Deferred tax assets are reduced by a valuation allowance if, based
       on available evidence, it is more likely than not that some portion of
       all of the deferred tax assets will not be realized. The valuation
       allowance for deferred tax assets decreased by $2,604,882 in 1995 due to
       a realization of a portion of the Company's net deferred tax assets and a
       change in estimate regarding the future realization of remaining net
       operating loss carryfowards and the excess of book amortization over tax.
       In fiscal 1995, based on a positive earnings trend and estimates of
       future taxable income, the Company recognized a portion of its net
       deferred tax asset through a $2,013,784 reduction in the valuation
       allowance. The effect on earnings per share of this reduction in the
       valuation allowance was approximately $1.34. Accordingly, without this
       reduction earnings per share would have been $.65. In fiscal 1996, the
       valuation allowance was reduced $147,231 as a result of the expiration of
       investment tax credit carryforwards.
        
             The provisions (benefit) for income tax on income from continuing
       operations consists of the following for the years ended July 31:


<TABLE>
<CAPTION>
                                          1996            1995           1994
                                       -----------    -----------    -----------
<S>                                    <C>            <C>            <C>
Current:
    Federal                            $    16,848    $     9,482    $    15,632
    State                                   32,251         91,565         19,687
                                       -----------    -----------    -----------
                                            49,099        101,047         35,319
Deferred:
    Federal                                329,081     (2,001,430)          --
    State                                   (7,507)       (12,354)          --
                                       -----------    -----------    -----------
                                           321,574     (2,013,784)          --
                                       -----------    -----------    -----------
Total income tax provision (benefit)   $   370,673    $(1,912,737)   $    35,319
                                       ===========    ===========    ===========
</TABLE>


             Significant components of the Company's deferred income tax assets
       at July 31, 1996 and 1995, respectively, are as follows:


<TABLE>
Caption>
                                                          1996            1995
                                                       -----------    -----------
                  <S>                                  <C>            <C>
                  Net operating loss carryforward      $ 1,544,210    $ 1,925,058
                  Investment tax credit carryforward       420,971        568,208
                  Minimum tax credit carryover              12,452           --
                  Property and equipment                    36,705           --
                  Unrealized loss                           59,154           --
                  Intangible assets                        169,180         88,726
                                                       -----------    -----------
                      Total deferred tax assets          2,242,672      2,581,992
                                                       -----------    -----------
                  Valuation allowance                     (420,971)      (568,208)
                                                       -----------    -----------
                      Net deferred tax asset           $ 1,821,701    $ 2,013,784
                                                       ===========    ===========

</TABLE>



                                     F-12

<PAGE>   25
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)

5.     INCOME TAXES, Continued

            The following is the reconciliation of the U.S. statutory tax rate 
       to the Company's effective tax rate on income from continuing operations 
       for the years ended July 31:
        
<TABLE>
<CAPTION>

                                                                   1996            1995           1994
                                                               -----------    -----------    -----------
<S>                                                          <C>              <C>           <C>         
Federal income tax at statutory rate of 34%                    $   306,987    $   364,518    $   233,778
Goodwill amortization                                               58,152         58,152         58,152
Alternative minimum tax                                               --           17,484         15,632
State income tax                                                    13,205         60,432         19,687
Utilization of net operating loss carryforward                        --         (433,198)      (291,930)
Change of estimate of deferred tax asset valuation allowance          --       (2,013,784)          --
   Other                                                            (7,671)        33,659           --
                                                               -----------    -----------    -----------
   (Benefit) provision for income tax                          $   370,673    $(1,912,737)   $    35,319
                                                               ===========    ===========    ===========
</TABLE>


            At July 31, 1996, the Company has net operating loss carryforwards 
       of approximately $4,517,000 expiring from 2002 to 2006. The Company has
       investment tax credit carryforwards of approximately $421,000 which
       expire between 1997 and 2001.
        
6.     RELATED PARTY TRANSACTIONS:

            The Company has a consulting agreement with a former owner of one of
       the Company's operating subsidiaries. As of July 31, 1996, $153,000
       recorded in other accrued liabilities in the Company's financial
       statements remains to be paid over 11 years. If, however, the market
       price of the Company's Common Stock reaches $50.00 per share, the Company
       has no further obligation under this consulting agreement. Consulting
       fees paid for the years ended July 31, 1996, 1995 and 1994 was $30,000,
       respectively. 

            Interest expense relating to notes payable to affiliates amounted 
       to approximately $192,000 for the years ended July 31, 1996, 1995, and 
       1994, respectively.

7.     LEASES:

            The Company leases all store facilities, with the exception of one,
       under operating leases with terms ranging from one to ten years. Many
       leases contain escalation clauses, and some provide for contingent
       rentals based on percentages of gross revenue or increases in the
       consumer price index. Minimum lease obligations for the Company at July
       31, 1996 by fiscal year are as follows:
        
<TABLE>
                       <S>                 <C>          
                       1997                $  962,341   
                       1998                   815,435   
                       1999                   552,086   
                       2000                   328,807   
                       2001                   206,660   
                       Thereafter             625,516   
                                           ----------   
                                           $3,490,845   
                                           ==========
</TABLE>
            Occupancy expense under operating  leases for the years ended July
       31, 1996, 1995 and 1994 was $931,205,  $759,613 and $779,785,
       respectively .
        



                                     F-13
<PAGE>   26
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)

8.     SUPPLEMENTAL DATA TO STATEMENT OF CASH FLOWS:

           Cash interest payments for the years ended July 31, 1996, 1995 and 
       1994 are $542,835, $506,508 and $370,159, respectively. Cash tax payments
       for the years ended July 31, 1996, 1995 and 1994 are $50,940, $30,074 and
       $5,245, respectively.
        
           In fiscal year 1996, the Company delivered 247,647 shares of its 
       Common Stock valued at $1,238,235 in connection with the acquisitions of
       All Star Rental, Inc. and REJA, Inc. Additionally, the Company assumed
       liabilities totaling $2,733,493 and paid cash, net of cash acquired, of
       $499,200 in connection with the acquisitions (see Note 2).
        
9.     INCENTIVE PLANS:

           STOCK OPTION PLAN The Company has a stock option plan (the "Plan") 
       for officers and employees of the Company or its affiliates, under which
       the maximum number of shares which may be granted in the aggregate is
       225,000 of the Company's Common Stock. The Plan, which became effective
       June 30, 1995, provides for the options to be granted, become
       exercisable, and terminate upon terms established by the Board of
       Directors (the "Committee"). Shares become exercisable from time to time
       (but not sooner than six months after the date of grant) over such period
       and upon such terms as the Committee may determine, but not at any time
       as to less than 25 shares unless the remaining shares that have become so
       purchasable are less than 25 shares.
        
            The following table summarizes the stock option transactions under 
       the Plan since its inception.
        
<TABLE>
<CAPTION>
                                                          Option Price  
                                                Shares     (Per Share)   
                                                -------   ------------      
<S>                                          <C>             <C>        
Options outstanding at July 31, 1994               --         --        
    Granted (June 30, 1995)                     103,400      $5.00      
                                                -------      -----      
Options outstanding at July 31, 1995            103,400      $5.00      
    Granted (December 7, 1995)                   15,000      $5.00      
                                                -------      -----      
Options outstanding at July 31, 1996            118,400      $5.00      
                                                =======      =====
</TABLE>

            The options are exercisable as to 25% of the shares on the first
       anniversary of the date of grant and as to an additional 25% of the
       shares on each of the second, third and fourth anniversary dates of the
       date of grant. At July 31, 1996 there were 106,600 shares reserved for
       future options, and 25,850 options were exercisable.
        
            In October 1995, the Financial Accounting Standards Board issued
       Standard No. 123, "Accounting for Stock-Based Compensation" ("SFAS
       123"), which introduces a fair-value base method of accounting for
       stock-based compensation plans. The Company does not intend to adopt
       this new method of accounting and will continue to follow the intrinsic
       value method under Accounting Principles Board Opinion No. 25. The
       Company, however, will make the disclosures required by SFAS 123.

            401(K) PLAN The Company established a Retirement Savings Plan (the
       "Savings Plan"), effective as of September 1, 1994, which is intended to
       qualify under Section 401(K) of the Internal Revenue Code "the Code".
       Employees who have been employed with the Company for one year or more
       are eligible for participation in the Savings Plan. Employees may elect
       to reduce up to 15% of their annual compensation (subject to certain
       limitations under the Code) by having such amounts contributed to the
       Savings Plan. The Board intends to conduct a review at the end of each
       fiscal year to determine whether the Company will make any additional or
       matching contribution to the Savings Plan. As of July 31, 1996, no
       additional or matching contributions have been made to the Savings Plan
       by the Company. All assets of the Savings Plan are held in trust.



                                     F-14
<PAGE>   27
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)

10.    DISCONTINUED OPERATIONS:

             In fiscal year 1995, the Company formed a new subsidiary, Bestway 
       Auto, Inc., ("Bestway Auto") due to the Company's entry into the retail
       used car sales and finance business. The Company test marketed the
       concept through the opening of a single prototype retail sales facility
       which experienced operating losses for the first six months of fiscal
       year 1996. In December 1995, management made the decision to dispose of
       Bestway Auto's assets and in the process create a potential for a future
       opportunity in an operating used car business. On February 1, 1996 the
       Company exchanged $137,200 in cash and its capital stock in Bestway Auto
       for a 49% Common Stock interest in Value Auto, and non-voting,
       non-dividend paying Preferred Stock in Value Auto. For the period
       February 1, 1996 through July 31, 1996, Value Auto generated net losses
       amounting to approximately $136,000 and the Company's equity in such
       losses amounted to approximately $67,000. As a result of the losses
       incurred by both Bestway Auto and Value Auto and management's assessment
       of future operating results for the Company's auto sales business,
       management concluded that the Company would abandon the auto sales
       business and its investment in Value Auto would be written off.
        
            The operations of Bestway Auto and Value Auto have been accounted 
       for as a discontinued operation and, accordingly, the Company's equity in
       their operating results and the loss on disposal are segregated and
       reported as discontinued operations in the accompanying Consolidated
       Statement of Income. Summarized results of Bestway Auto and Value Auto
       are as   follows: 

<TABLE>
<CAPTION>
                                      Bestway Auto                    Value Auto           
                                    August 1, 1995 -               February 1, 1996 -    
                                    February 1, 1996                July 31, 1996        
                                    ----------------              -------------------    
            <S>                     <C>                           <C>                     
            Revenues                   $   207,468                   $ 3,079,689          
            Costs and expenses             351,579                     3,239,426          
                                       -----------                   -----------          
            Loss before income taxes      (144,111)                     (159,737)         
            Income tax benefit              54,186                        23,961          
                                       -----------                   -----------          
                 Net loss              $   (89,925)                  $  (135,776)         
                                       ===========                   ===========
</TABLE>



11.    INVESTMENT IN PARTNERSHIP

            On October 19, 1995 the Company became a 50% limited partner in a 
       newly formed partnership, Value Auto Partners, Ltd. ("the Partnership").
       The purpose of the Partnership is to engage in the financing of used
       cars. The Company accounts for its Partnership interest by the equity
       method. As of July 31, 1996 the Company had contributed $437,500 to the
       Partnership and has received distributions of approximately $14,000.
       Shown below is unaudited summarized financial information related to the
       Partnership:
        
<TABLE>
<S>                                                                       <C>       
            For the period from October 19, 1995 through July 31, 1996:                 
                    Revenues                                              $   56,720    
                    Costs and expenses                                         9,641    
                                                                          ----------    
                    Net income                                            $   47,079    
                                                                          ==========    
                                                                                        
            At July 31, 1996:                                                           
                    Assets                                                $1,088,783    
                                                                          ==========    
                    Liabilities                                              486,250    
                    Partners' capital                                        602,533    
                                                                          ----------    
                                                                          $1,088,783    
                                                                          ==========    
</TABLE>                                                                    



                                      F-15

<PAGE>   28
BESTWAY, INC.                                                          FORM 10-K
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)

12.    SALE OF RENTAL INVENTORY:

            On June 16, 1994 the Company entered into an asset purchase 
       agreement with another renter dealer (the "Asset Purchase Agreement"). In
       conjunction with the agreement, the Company closed four stores in
       Missouri and two stores in Illinois. The Company sold substantially all
       of the rental inventory being rented by customers. Idle inventory was
       transferred to the Company's existing store locations. As a result of
       this transaction, the Company experienced a gain of approximately
       $190,100 on the sale of the rental inventory. A loss of approximately
       $76,000 for lease termination fees and write offs of leasehold
       improvements is included in loss on sale of property and equipment in the
       income statement.
        
13.    CONTINGENCIES:

            The Company is subject to various legal proceedings and claims that
       arise in the ordinary course of business. Management believes that the
       final outcome of such matters will not have a material adverse effect on
       the financial position, results of operations or liquidity of the
       Company.





                                      F-16
<PAGE>   29
                              INDEX TO EXHIBITS



<TABLE>
<CAPTION>
EXHIBIT
NUMBER                   DESCRIPTION
-------                  -----------
<S>           <C>

  21          -  Schedule of Subsidiaries

  27          -  Financial Data Schedule

</TABLE>