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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Amendment No. 2

Form 10-K/A



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|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended July 31, 2004



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



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BESTWAY, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 81-0332743                          
|(State of other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



7800 Stemmons
Freeway, Suite 320

Dallas, Texas 75247

(Address of principal executive offices, including zip code)



Registrants telephone number, including area code: (214) 630-6655



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Securities registered pursuant to Section 12(b)
of the Act: None

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



(Title of Class)

Common Stock, $.01 par value



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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 ̈



Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in
part III of this Form 10-K or any amendment to this Form 10-K.  x



Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule
12b-2).    Yes ̈No  x



The aggregate market value of voting common stock held by non-affiliates of
the registrant as of October 11, 2004 was approximately $6,043,997.



The number of shares of Common Stock, $.01 par value, outstanding as of October 11, 2004 was 1,683,272.



DOCUMENTS INCORPORATED BY REFERENCE



Certain information called for by Part III is incorporated by reference to the definitive proxy statement for the annual meeting of the stockholders of
Bestway, Inc., which will be filed with the Securities and Exchange Commission not later than 120 days after July 31, 2004.



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TABLE OF CONTENTS



|           |  |          |  |                                                                                                |  |   
|---------- |  | -------- |  | ---------------------------------------------------------------------------------------------- |  | --
|           |  | Page(s) 
|PART I     |  |         
|           |  |          | 
|           |  | Item 1.  |  | Business                                                                                       |  | 3 
|           |  |          | 
|           |  | Item 2.  |  | Properties                                                                                     |  | 9 
|           |  |          | 
|           |  | Item 3.  |  | Legal Proceedings                                                                              |  | 9 
|           |  |          | 
|           |  | Item 4.  |  | Submission of Matters to a Vote of Security Holders                                            |  | 10
|           | 
|PART II    |  |         
|           |  |          | 
|           |  | Item 5.  |  | Market for Registrants Common Stock and Related Security Holder Matters                       |  | 10
|           |  |          | 
|           |  | Item 6.  |  | Selected Financial Data                                                                        |  | 12
|           |  |          | 
|           |  | Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations          |  | 13
|           |  |          | 
|           |  | Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                     |  | 22
|           |  |          | 
|           |  | Item 8.  |  | Financial Statements                                                                           |  | 23
|           |  |          | 
|           |  | Item 9.  |  | Changes In and Disagreements with Accountants on Accounting and Financial Disclosures          |  | 44
|           |  |          | 
|           |  | Item 9A. |  | Controls and Procedures                                                                        |  | 44
|           |  |          | 
|           |  | Item 9B. |  | Other Information                                                                              |  | 44
|           | 
|PART III   |  |         
|           |  |          | 
|           |  | Item 10. |  | Directors and Executive Officers of the Registrant                                             |  | 44
|           |  |          | 
|           |  | Item 11. |  | Executive Compensation                                                                         |  | 44
|           |  |          | 
|           |  | Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 44
|           |  |          | 
|           |  | Item 13. |  | Certain Relationships and Related Transactions                                                 |  | 45
|           |  |          | 
|           |  | Item 14. |  | Principal Accountant Fees and Services                                                         |  | 45
|           | 
|PART IV    |  |         
|           |  |          | 
|           |  | Item 15. |  | Exhibits and Financial Statements                                                              |  | 46
|           | 
|SIGNATURES |  | 48      



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|Bestway, Inc. |  | FORM 10-K/A



PART I



EXPLANATORY NOTE



This Form 10-K/A is being filed to restate the consolidated statements of
cash flows to present proceeds from sales of merchandise as an investing activity rather than an operating activity. As such, the Company has restated its consolidated statements of cash flows for the fiscal years ended July 31, 2004, July 31, 2003
and July 31, 2002. For further explanation, see Note 2 to the Consolidated Financial Statements. The change does not affect the results of operations, net income, financial condition, or net changes in cash and cash equivalents for any of the
periods presented. In addition, the Company has revised (i) Item 6 Selected Financial Data, (ii) its discussions within Financial Condition, Liquidity and Capital Resources and Critical Accounting Policies of Item
7 Managements Discussion and Analysis of Financial Condition and Results of Operations and (iii) Item 9A Controls and Procedures.



For ease of reference, this Form 10-K/A restates the Form 10-K for the fiscal year ended July 31, 2004 in its entirety, except for the exhibits. The
exhibits required to be filed with this Form 10-K/A are included herewith. In order to preserve the nature and character of the disclosures set forth in such items as originally filed, no attempt has been made in this amendment to modify or update
the disclosures in the Original Annual Report on Form 10-K except to give effect to the restatement discussed in Note 2 and the disclosures within Items 6, 7, 8 and 9A. As a result, this Annual Report on Form 10-K/A contains forward-looking
information which has not been updated for events subsequent to the date of the original filing, and the Company directs you to its SEC filings made subsequent to the original filing date for additional information.



ITEM 1. BUSINESS



General



Bestway, Inc. and its consolidated subsidiaries
(Bestway or the Company) have been engaged in the rental-purchase industry since 1987. The Company owns and operates a total of sixty-nine 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 is a Delaware corporation in 1987
and its principal executive offices are located at 7800 Stemmons Freeway, Suite 320, Dallas, Texas 75247.



The Companys rental-purchase program offers quality, name brand, durable products, such as home electronics, household appliances, computers, and
furniture, under flexible rental-purchase agreements that typically allow the customer to obtain ownership of the merchandise at the conclusion of an agreed upon rental period. The rental agreements contain options under which customers may own the
merchandise under specified terms. The Companys rental agreements typically have a 12 to 30 month term with weekly or monthly payment options. Customers have the option to return the product at any time without further obligation and also have
the option to purchase the product at any time during the rental term.



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|Bestway, Inc. |  | FORM 10-K/A



Industry Overview



The rental-purchase industry provides an alternative to traditional retail installment sales, appealing to individuals with
a need for acquiring the use of household products who cannot afford a cash purchase, may be unable to qualify for credit, and are unwilling or unable to wait until they can save for a purchase. Other customers value the flexibility offered by the
rental transaction, which allows for the return of merchandise at any time without obligation for further payments. The industry also serves customers having short-term needs or seeking to try products before committing to purchase them.
Rental-purchase transactions include delivery and pick-up service as well as repair service and warranty. Rental-purchase transactions are made on a week-to-week or month-to-month basis and provide customers with the opportunity for ownership if the
product is rented for a continuous term, generally 12 to 30 months. Customers may cancel agreements at any time without further obligation by returning the product or requesting its pick-up by the store. Returned merchandise is held for re-rental or
sale by the Company. Rental renewal payments are generally made in person, in cash, by check, by money order, or by credit card.



The Association of Progressive Rental Organization (APRO), the industrys trade association, estimates there are approximately 8,300
rent-to-own stores in the United States. According to APRO, industry-wide revenues were approximately $5.97 billion in 2003. APRO also estimates there were approximately 2.9 million households served during 2003. The industrys three largest
public companies currently operate approximately 4,300 stores, or 52% of the total rental-purchase stores in operation.



The rental-purchase industry serves a diverse customer base. According to APRO, approximately 92% of rental-purchase customers have combined annual
household incomes between $15,000 and $50,000. Estimates also show that the majority of rental-purchase customers are between the ages of 25 and 44 and over 93% of rental-purchase customers have high school diplomas. According to an April 2000
Federal Trade Commission study, 75% of rental-purchase customers were satisfied with their experience with rental-purchase transactions. The study noted that customers gave a wide variety of reasons for their satisfaction, favorably noting many
aspects of the transaction, the merchandise and services and the treatment they received from store employees. The Company believes the rental-purchase industry remains under-penetrated, providing growth opportunities with new store openings or
acquisitions for companies that are well capitalized and have access to both debt and equity capital.



Products



The Company generally purchases products directly from manufacturers and local distributors who then ship the products directly to each store, therefore
eliminating the need for warehouses. Products offered by the Company include a wide variety of name brands, styles and models in four major categories, including home electronics, furniture, appliances and computers. Our largest suppliers include
Ashley, Sears, Zenith, Dell and ORourke, who accounted for approximately 18.4%, 13.6%, 13.5%, 13.0% and 11.5%, respectively, of merchandise purchased in 2004. No other supplier accounted for more than 10% of merchandise purchased during this
period. Although the Company presently expects to continue relationships with its existing suppliers, there are numerous sources of products available to the Company, and the Company does not believe its operations are dependent on any one or more
of its present suppliers.



As of July 31, 2004, rental-purchase
agreements for home electronics accounted for approximately 27.3% of the Companys total agreements on rent; furniture accounted for 39.5% of the Companys total agreements on rent; appliances accounted for 24.7% of the Companys
total agreements on rent; and computers accounted for 8.5% of the Companys total agreements on rent.



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|Bestway, Inc. |  | FORM 10-K/A



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. We promote the products and services in our stores primarily through direct mail advertising. Our advertisements emphasize such features as product and name brand
selection, same day delivery, low price guarantee, as well as the absence of credit investigations and long-term obligations. In addition, the Company has a toll-free phone number that automatically connects the call with the store nearest them. The
Company also has programs which reward existing customers with rental discounts 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 or regional companies 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 are 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, 2004, the Company employed approximately 332 full-time employees, of which 13 are located at the corporate office in Dallas, Texas. 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 following table sets forth the number of stores opened, and the number of stores consolidated, closed or sold during such time period:



|                                   |  |                     |  |      |  |     
|---------------------------------- |  | ------------------- |  | ---- |  | ----
|                                   |  | Year Ended July 31,
|                                   |  | 2002                |  | 2003 |  | 2004
|Stores open at beginning of period |  | 83                  |  | 69   |  | 69  
|Stores opened                      |  |                    |  |     |  |    
|Stores consolidated/closed/sold    |  | 14                  |  |     |  |    
|                                   |  |                     |  |      |  |     
|Stores open at end of period       |  | 69                  |  | 69   |  | 69  
|                                   |  |                     |  |      |  |     



Government
Regulation



Federal Regulation  No
comprehensive federal legislation has been enacted regulating or otherwise impacting rental-purchase transactions. The Company does comply with the Federal Trade



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Commission recommendations for disclosure in rental-purchase transactions. From time to time, legislation has been
introduced in Congress that would regulate rental-purchase transactions, including legislation that would subject rental-purchase transactions to interest rates, finance charges, fee disclosures and limitations, as well as the Federal Truth in
Lending Act. Any adverse federal legislation, if enacted, could have a materially adverse effect on the Company.



State Regulation  Currently 47 states, the District of Columbia, Guam and Puerto Rico have legislation regulating rental-purchase
transactions. The Company currently operates its stores in states that have enacted laws specifically regulating rental-purchase transactions. In North Carolina, rental-purchase transactions with purchase options equal to 10% or less of the cash
price are regulated as credit sales. The Companys rental-purchase transactions in North Carolina all have purchase options greater than 10% of the cash price and are not subject to regulation. The Companys policy is to operate only in
states where there is an absence, in managements opinion, of unfavorable legislation regarding rental-purchase transactions. There can be no assurance against the enactment of new or revised rental-purchase laws that would have a materially
adverse effect on the Company.



Service Mark



The Company owns the federally registered service mark Bestway
Rental. The Company believes the Bestway Rental mark has acquired significant market recognition and goodwill in communities in which its stores are located.



U.S. Securities and Exchange Commission Reports



All of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and all amendments
to those reports, filed with or furnished to the U.S. Securities and Exchange Commission (SEC) on or after June 13, 1995 are available free of charge through our internet website, www.bestwayrto.com, as soon as reasonably
practical after we have electronically filed such material with, or furnished it to, the SEC.



The general public may read and copy any materials the Company files with the SEC at the SECs Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549, and may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company is an electronic filer, and the SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, including the Company.



Risk Factors



Set
forth below are important risks and uncertainties that could affect the Companys business results or cause its actual results to differ materially from those expressed in forward-looking statements made by the Company.



Competitors could impede the Companys ability to attract new customers
or could attract current customers away from the Company. The Companys business is highly competitive. The Companys competitors include national, regional and local operators of rent-to-own stores and credit retailers. The Company
competes in the rent-to-rent market with national and local companies. Some of the Companys competitors have significantly greater financial and operating resources, and in certain markets, greater name recognition, than the Company. Greater
financial resources may allow these competitors to grow faster than the Company, including through acquisitions. This in turn may allow



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them to enter new markets before the Company can, which may decrease its opportunities in those markets. Greater name
recognition, or better public perception of a competitors reputation, may help them attract market share away from the Company, even in its established markets.



Any loss of the services of the Companys key executives, or its inability to attract and retain qualified executives,
could have an adverse impact on its operations. The Company believes that it has benefited substantially from the leadership provided by David A. Kraemer, President and Chief Executive Officer, and that the loss of his services at any time in the
near future could hurt the Companys business and operations. The Company is also dependent on the continued services of the rest of its management team, including its key executives. The loss of these individuals, without adequate replacement,
could also injure the Companys business. Additionally, the Company needs a growing number of qualified managers to operate its stores successfully. If it is unable to attract and retain qualified individuals or the costs to do so increase
significantly, the Companys operations would be materially adversely affected.



Any failure to meet the Companys debt obligations could harm its business, financial condition and results of operations. If the Companys cash flow and capital resources are insufficient to fund its debt
obligations, it may be forced to sell assets, seek additional equity or debt capital or restructure its debt. In addition, any failure to make scheduled payments of interest and/or principal on the Companys outstanding indebtedness would
likely result in a reduction of its credit rating, which could harm its ability to incur additional indebtedness on acceptable terms. The Companys cash flow and capital resources may be insufficient for payment of interest on and/or principal
of its debt in the future and any such alternative measures may be unsuccessful or may not permit the Company to meet scheduled debt service obligations, which could cause it to default on its obligations and impair its liquidity.



Some of the Companys stockholders currently own a significant amount of
its Common Stock and would be able to control the election of directors and the approval of significant corporate transactions. ODonnell & Masur, L.P. beneficially owned approximately 51.9% of the Companys outstanding common stock as
of October 11, 2004. As a result, it is able to exercise significant influence over, and in most cases control, matters requiring stockholder approval, including the election of directors, changes to the Companys charter documents and
significant corporate transactions. This concentration of ownership makes it unlikely that any other holder or group of holders of the Companys Common Stock will be able to affect the way the Company is managed or the direction of its
business. Such continued concentrated ownership also will make it impossible for another company to acquire the Company and for the Companys stockholders to receive any related takeover premium for their shares unless the acquisition is
approved by this stockholder.



A sluggish economy could
adversely impact the Companys financial results and growth. A sluggish economy, lack of consumer confidence in the stock market and other national and world events, including acts of terrorism and/or war, have created a significant amount of
uncertainty about future prospects of national and world economies. The overall long-term effect on the Company and the rent-to-own industry is also uncertain. At the present time, it is not possible to predict either the severity or duration of
such declines, but weaker performance will, in turn, have an adverse impact on the Companys business, financial condition, and results of operations.



Numerous risks associated with the rent-to-own business could have an adverse impact on the Companys financial results
and growth prospects. The operating success of the Company, like other participants in the rent-to-own industry, depends upon a number of factors. These factors include the ability to maintain and increase the number of units on rent, the collection
of the rental payments when due and the control of inventory and other costs. In addition, the failure of the Companys management



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information systems to monitor the stores, the failure of the Companys operational internal audit personnel to
adequately detect any problems with a store, or the failure of store managers to follow operating guidelines, could have a material adverse affect on the Companys business, financial condition or results of operations. The rent-to-own industry
is also affected by changes in consumer confidence, preferences and attitudes, as well as general economic factors. Failure to respond to changing market trends could adversely affect the Companys business, financial condition or results of
operations. In addition, the failure of the Company to react to changes in consumer preferences and technological advancements could adversely affect the value of the Companys inventory and the Companys business, financial condition or
results of operations.



The volatility of the Companys
share price and potential fluctuations in quarterly results could have an adverse impact on the Companys financial results and growth prospects. The Company believes that various factors such as general economic conditions and changes or
volatility in the financial markets, changing market conditions in the rent-to-own industry and quarterly or annual variations in the financial results of other public companies that are part of the rent-to-own industry, all of which may be
unrelated to the Companys performance, could cause the market price of the Companys Common Stock to fluctuate substantially. Additionally, quarterly revenues and operating income are difficult to forecast. The Companys expense
levels are based, in part, on its expectations as to future revenues. If revenue levels are below expectations, the Company may be unable or unwilling to reduce expenses proportionately and operating results would likely be adversely affected. As a
result, the Company believes that period-to-period comparisons of its results of operations are not necessarily meaningful and should not be relied upon as indications of future performance. Due to all of the foregoing factors, it is likely that in
some future quarter the Companys operating results will differ from the expectations of public market analysts and investors. In such event, the market price of the Common Stock would likely be materially adversely affected.



Litigation involving the Company could have an adverse impact on the
Companys financial results and growth prospects. Due to the consumer-oriented nature of the rent-to-own industry and the application of certain laws and regulations, industry participants may be named as defendants in litigation alleging
violations of state laws and regulations and consumer tort law, including fraud. Many of these actions involve alleged violations of consumer protection laws. In the event a significant judgment is rendered in the future against the Company or
others within the rent-to-own industry in connection with any such litigation, such judgment could have a material adverse affect on the Companys business, financial condition or results of operations.



Government regulation of the rent-to-own industry could have an adverse
impact on the Companys financial results and growth prospects. Forty-seven states have enacted laws specifically regulating rental-purchase transactions, including all of the states in which the Company operates. These laws generally require
certain contractual and advertising disclosures and also provide varying levels of substantive consumer protection, such as requiring a grace period for late fees and contract reinstatement rights in the event a rental-purchase agreement is
terminated. If the Company acquires or opens new stores in states in which it does not currently operate, the Company will become subject to the rental-purchase laws of such states, if any. Furthermore, there can be no assurance that new or revised
rental-purchase laws will not have a material adverse affect on the Companys business, financial condition and results of operations.



Operating a public company involves substantial costs to comply with the reporting obligations under federal securities laws which are continuing to
increase as provisions of the Sarbanes Oxley Act of 2002 are implemented. The Company may not reach sufficient size to justify the costs of public reporting and compliance. If the Company decides to become a private company at some point as a result



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of such costs, then the Companys stockholders may lose their ability to sell their shares or to sell them at a
premium over what they paid for them. While the Company believes that it currently has adequate control structures in place, the Company remains exposed to increased costs and potential risks from recent legislation requiring companies to evaluate
controls under Section 404 of the Sarbanes Oxley Act of 2002.



ITEM 2. PROPERTIES



All store
locations, with the exception of one location, and the corporate office facility in Dallas, Texas are leased. Store facilities typically are showroom locations of approximately 4,100 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 each store.



The Companys store locations by state, at July 31, 2004,
are as follows:



|                       |  |                
|---------------------- |  | ---------------
|State                  |  | Number ofStores
|Alabama                |  | 22             
|Arkansas               |  | 6              
|Georgia                |  | 3              
|Mississippi            |  | 11             
|North Carolina         |  | 12             
|South Carolina         |  | 2              
|Tennessee              |  | 13             
|                       |  |                
|Total at July 31, 2004 |  | 69             
|                       |  |                



ITEM 3. LEGAL PROCEEDINGS



In July
2003, the County Court of the Second Judicial District of Bolivar County, Mississippi entered final judgment against the Company in a lawsuit brought by a former lessor. The lessor alleged that the Company had breached the terms and conditions of a
lease agreement for a store location in Mississippi when the Company vacated the premises and failed to properly notify the lessor of its intentions not to exercise an option extending the original lease term. The judgment against the Company was
for approximately $70,000, including attorneys fees. The Company has appealed the judgment, filed brief and record excerpts, challenged late filings of the lessor and was denied a request to render judgment in favor of the Company. While the
Company believes that it has a meritorious defense to the plaintiffs claims, the Company has accrued the $70,000 judgment.



In December 2001, the Company settled a lawsuit brought by approximately fifteen plaintiffs in the Billings Division of the United States District Court
for the State of Montana who have asserted claims against a number of defendants, including the Company, who were involved in the production of oil and gas or who owned oil and gas facilities in Montana. Plaintiffs alleged that the Company is the
successor in interest to Amarco Resources Corporation, which, in the past, owned interests in two wells in the oil field. One of these wells is an alleged source of contamination of groundwater. The settlement was for approximately $130,000,
including attorneys fees.



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There are no other 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. To the Companys knowledge, no other litigation has been threatened against the Company or any of its subsidiaries
other than routine actions and administrative proceedings, which in the aggregate, are not expected to have a material adverse effect on the business or financial condition of the Company.



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.



PART II



ITEM 5. MARKET FOR REGISTRANTS COMMON STOCK AND RELATED SECURITY HOLDER MATTERS



The Companys Common Stock is publicly traded on the Nasdaq Small-Cap Market under the symbol BSTW.



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.



|               |  |                          |       |                          |   |       |  |     |       |  |   |      
|-------------- |  | ------------------------ | ----- | ------------------------ | - | ----- |  | --- | ----- |  | - | -----
|               |  | Year ended July 31, 2004 |       | Year ended July 31, 2003
|               |  | High                     |       | Low                      |   | High  |  | Low
|First Quarter  |  | $                        | 17.60 |                          | $ | 11.65 |  | $   | 10.50 |  | $ | 6.60 
|Second Quarter |  | $                        | 16.05 |                          | $ | 11.75 |  | $   | 12.03 |  | $ | 6.01 
|Third Quarter  |  | $                        | 15.15 |                          | $ | 10.70 |  | $   | 20.25 |  | $ | 10.30
|Fourth Quarter |  | $                        | 15.00 |                          | $ | 10.65 |  | $   | 16.85 |  | $ | 12.11



At July 31, 2004,
there were 366 stockholders of record of the Companys Common Stock.



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



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Securities Authorized for Issuance Under Equity Compensation Plans



The following table provides information as of July 31, 2004 regarding
compensation plans (including individual compensation arrangements) under which equity securities of the Company are authorized for issuance. See Note 9 to the Consolidated Financial Statements for information regarding the material features of
these plans.



|                                                                |  |                                                                                                           |  |                                                                           |      |                                                                                                                                                                 |       
|--------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------- | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------
|Plan category                                                   |  | Number ofsecurities to beissued uponexercise
ofoutstandingoptions, warrantsand rights as of July 31, 2004 |  | Weighted averageexercise price ofoutstanding options, warrants and rights |      | Number of securities remaining available for future issuanceunder equitycompensation plans(excluding securitiesreflected in initial column) as of July 31, 2004
|Equity compensation plans approved by security shareholders     |  | 280,145                                                                                                   |  | $                                                                         | 6.86 |                                                                                                                                                                 | 64,955
|Equity compensation plans not approved by security shareholders |  |                                                                                                          |  |                                                                           |     |                                                                                                                                                                 |      
|                                                                |  |                                                                                                           |  |                                                                           |      |                                                                                                                                                                 |       
|Total                                                           |  | 280,145                                                                                                   |  | $                                                                         | 6.86 |                                                                                                                                                                 | 64,955
|                                                                |  |                                                                                                           |  |                                                                           |      |                                                                                                                                                                 |       



11



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##### Table of Contents

##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



ITEM 6. SELECTED FINANCIAL DATA



|                                                               |  |                            |            |         |   |            |      |  |   |            |   |  |      |            |   |  |   |           
|-------------------------------------------------------------- |  | -------------------------- | ---------- | ------- | - | ---------- | ---- |  | - | ---------- | - |  | ---- | ---------- | - |  | - | ----------
|                                                               |  | Fiscal Year Ended July 31,
|                                                               |  | 2004                       |            | 2003(1) |   |            | 2002 |  |   | 2001       |   |  | 2000
|Revenues                                                       |  | $                          | 37,916,130 |         | $ | 35,506,828 |      |  | $ | 33,533,928 |   |  | $    | 35,913,046 |   |  | $ | 34,909,758
|Income (loss) before income taxes                              |  |                            | 597,169    |         |   | 70,337     |      |  |   | (965,012   | ) |  |      | (28,297    | ) |  |   | 1,068,199 
|Current income tax (benefit) expense                           |  |                            | 76,078     |         |   | (158,292   | )    |  |   | (116,109   | ) |  |      |           |   |  |   | 180,845   
|Deferred income tax expense (benefit)                          |  |                            | 155,290    |         |   | 181,041    |      |  |   | (106,824   | ) |  |      | 97,488     |   |  |   | 397,413   
|Net income (loss)                                              |  |                            | 365,801    |         |   | 47,588     |      |  |   | (742,079   | ) |  |      | (125,785   | ) |  |   | 489,941   
|Basic net income (loss) per share                              |  |                            | 0.22       |         |   | 0.03       |      |  |   | (0.45      | ) |  |      | (0.07      | ) |  |   | 0.28      
|Diluted net income (loss) per share                            |  |                            | 0.20       |         |   | 0.03       |      |  |   | (0.45      | ) |  |      | (0.07      | ) |  |   | 0.28      
|Net cash flows provided by operating activities (as restated)2 |  |                            | 11,009,210 |         |   | 10,223,909 |      |  |   | 8,592,365  |   |  |      | 10,289,668 |   |  |   | 11,330,215
|Total assets                                                   |  |                            | 19,375,622 |         |   | 20,002,168 |      |  |   | 21,304,413 |   |  |      | 24,312,260 |   |  |   | 25,617,543
|Notes payable                                                  |  |                            | 8,433,907  |         |   | 9,451,299  |      |  |   | 10,967,192 |   |  |      | 13,081,731 |   |  |   | 13,294,945
|Total stockholders equity                                     |  |                            | 8,718,534  |         |   | 8,318,793  |      |  |   | 8,123,715  |   |  |      | 8,973,601  |   |  |   | 9,174,511 

---

|(1) | Effective August 1, 2002, in accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangibles (SFAS 142), and
the Company ceased goodwill amortization.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | See Note 2 to the Consolidated Financial Statements for description of restatement of cash flow activity . The
net cash flows provided by operating activities as previously reported for the years ended July 31, 2001 and 2000 were $ 11,661,342 and $12,759,621, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



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



The following discussion and analysis should be read in conjunction with the information set forth under Item 6, Selected Financial Data, and
the financial statements of the Company and the accompanying notes thereto included elsewhere in this report. As discussed in Note 2 to the Consolidated Financial Statements, the Company has restated its consolidated statements of cash flow for each
of the three years in the period ended July 31, 2004.



The
Company currently operates 69 rental-purchase stores located in seven states. The number of stores operated by the Company has increased from 35 as of July 31, 1995 to a high of 83 as of July 31, 2001 to 69 as of July 31, 2004.



Our stores offer quality, name brand, durable products, such as home
electronics, household appliances, computers and furniture, under flexible rental-purchase agreements that typically allow the customer to obtain ownership of the merchandise at the conclusion of an agreed upon rental period (ranging from 12 to 30
months). Customers have the option to return the product at any time without further obligation, and also have the option to purchase the product at any time during the rental period.



We are currently focusing our strategic efforts to improve profitability by:



| |  |  | driving same store sales growth through targeted marketing;
| | - |  | -----------------------------------------------------------



| |  |  | training and developing our associates to execute Bestway programs; and
| | - |  | -----------------------------------------------------------------------



| |  |  | expansion through new store openings and aggressively pursue acquisitions that compliment our existing stores and meet our return on investment criteria.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------





13



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



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



|                                       |  |                     |   |  |       |  
|-------------------------------------- |  | ------------------- | - |  | ----- | -
|                                       |  | Year Ended July 31, |  
|                                       |  | 2004                |   |  | 2003  |  
|Revenues:                              |  |                     |   |  |       |  
|Rental and fee income                  |  | 95.5                | % |  | 94.7  | %
|Sales of merchandise                   |  | 4.5                 |   |  | 5.3   |  
|                                       |  |                     |   |  |       |  
|                                       |  | 100.0               | % |  | 100.0 | %
|                                       |  |                    
|Cost and operating expenses:           |  |                     |   |  |       |  
|Depreciation and amortization:         |  |                     |   |  |       |  
|Rental merchandise                     |  | 19.8                |   |  | 19.3  |  
|Other                                  |  | 3.2                 |   |  | 4.2   |  
|Cost of merchandise sold               |  | 3.3                 |   |  | 4.7   |  
|Salaries and wages                     |  | 29.1                |   |  | 29.4  |  
|Advertising                            |  | 4.6                 |   |  | 4.6   |  
|Occupancy                              |  | 6.6                 |   |  | 6.7   |  
|Other operating expenses               |  | 30.3                |   |  | 28.9  |  
|Interest expense                       |  | 1.4                 |   |  | 2.0   |  
|Loss on sale of property and equipment |  | 0.1                 |   |  |      |  
|                                       |  |                     |   |  |       |  
|                                       |  | 98.4                |   |  | 99.8  |  
|                                       |  |                     |   |  |       |  
|Income before income taxes             |  | 1.6                 |   |  | 0.2   |  
|                                       |  |                     |   |  |       |  
|Current income tax (benefit)           |  | 0.2                 |   |  | (0.4  | )
|Deferred income tax expense            |  | 0.4                 |   |  | 0.5   |  
|                                       |  |                     |   |  |       |  
|Net income                             |  | 1.0                 | % |  | 0.1   | %
|                                       |  |                     |   |  |       |  



14



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Results of Operations for the Fiscal Year Ended July 31, 2004 Compared to the Fiscal Year Ended July 31, 2003



Total revenue increased $2,409,302, or 6.8% to
$37,916,130 for the fiscal year ended July 31, 2004 from $35,506,828 for the fiscal year ended July 31, 2003. The increase was primarily attributable to increased revenues in same stores.



The Company receives rental and fee revenue from various products, including home electronics, household appliances,
computers and furniture. In fiscal year 2004, approximately 16% of the Companys rental and fee revenue was derived from appliances, 31% from furniture, 30% from electronics, 9% from computers, and 14% from various services and charges to
rental customers including reinstatement fees, preferred customer membership fees and liability waiver fees.



Revenue from same stores increased $2,214,812, or 6.4%. Same store revenues represent those revenues earned in stores that were opened by the Company for
the entire twelve months ended July 31, 2004 and 2003. The Company purchased all the rental agreements of two store locations and consolidated them with two existing stores in the third quarter of fiscal year 2004. The improvement in same store
revenue was primarily attributable to the success of our efforts on improving store operations through increasing our customer base and increasing the average price per unit on rent as a result of upgrading our rental merchandise. Sales of
merchandise decreased $175,990, or 9.3% to $1,712,831 for the fiscal year ended July 31, 2004 from $1,888,821 for the fiscal year ended July 31, 2003. The decrease in sales of merchandise is primarily attributable to a decrease in the number of
items sold in the fiscal year ended July 31, 2004 from the number of items sold in the fiscal year ended July 31, 2003, resulting from the Company eliminating lower-cost, lower-margin merchandise from our product mix in 2003.



In fiscal year 2003, the Company implemented strategies to improve
profitability, including eliminating lower-cost, lower-margin merchandise from our product mix, focusing on higher revenue-generating merchandise, investing in training and developing our people and implementing a more aggressive and targeted
marketing campaign. As a result, total costs and operating expenses increased $1,882,470, or 5.3% to $37,318,961 for the fiscal year ended July 31, 2004 from $35,436,491 for the fiscal year ended July 31, 2003 and decreased 1.4% as a percentage of
total revenue to 98.4% from 99.8%.



Depreciation of rental
merchandise increased $622,624, or 9.1% to $7,490,990 for the fiscal year ended July 31, 2004 from $6,868,366 for the fiscal year ended July 31, 2003. This increase was primarily attributable to an increase in rental and fee income. Depreciation of
rental merchandise expressed as a percentage of total revenue increased to 19.8% in 2004 from 19.3% in 2003. This increase in 2004 was primarily a result of pricing reductions made during the fourth quarter of 2004. Other depreciation and
amortization decreased $252,163, or 17.0% to $1,228,166 for the fiscal year ended July 31, 2004 from $1,480,329 for the fiscal year ended July 31, 2003. Other depreciation and amortization expressed as a percentage of total revenue decreased 1.0% to
3.2% from 4.2% primarily due to older vehicles fully depreciated are replaced by new leased vehicles and the full amortization of certain non-competes.



Costs of merchandise sold decreased $440,363, or 26.2% to $1,241,408 for the fiscal year ended July 31, 2004 from $1,681,771 for the fiscal year ended
July 31, 2003. The decrease in cost of merchandise sold was primarily attributable to better inventory management, which increased the effective inventory life, resulting in fewer items cash sold and improved margins.



15



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Salaries and wages increased $620,218, or 5.9% to $11,053,364 for the fiscal year ended July 31, 2004
from $10,433,146 for the fiscal year ended July 31, 2003. Salaries and wages expressed as a percentage of total revenue decreased .3% to 29.1% for the fiscal year ended July 31, 2004 from 29.4% for the fiscal year ended July 31, 2003. Store level
labor costs increased due to additional store staffing and higher pay rates, as well as increased corporate level salaries and bonus costs.



Advertising expense increased $76,411, or 4.6% to $1,725,515 for the fiscal year ended July 31, 2004 from $1,649,104 for the fiscal year ended July 31,
2003 and remained constant at 4.6% as a percentage of total revenue. The increase is attributable to the Companys investment in implementing a more aggressive and targeted marketing campaign, offset by a decrease in print costs.



Occupancy expense increased $117,002, or 4.9% to $2,500,809 for the fiscal
year ended July 31, 2004 from $2,383,807 for the fiscal year ended July 31, 2003. This increase was primarily attributable to expansions or relocations of certain stores based on targeted market analysis. Occupancy expense as a percentage of total
revenue decreased .1% to 6.6% from 6.7%.



Other operating
expenses increased $1,245,293, or 12.1% to $11,500,903 for the fiscal year ended July 31, 2004 from $10,255,610 for the fiscal year ended July 31, 2003 and increased 1.4% as a percentage of total revenue to 30.3% from 28.9%. The increase was
primarily attributable to a number of factors, including increased store level recruiting costs, vehicle fuel and lease costs, as well as increased legal and audit expense.



Interest expense decreased $148,199, or 21.3% to $545,986 for the fiscal year ended July 31, 2004 from $694,185 for the
fiscal year ended July 31, 2003 and decreased .6% as a percentage of total revenue to 1.4% from 2.0%. The decrease was primarily attributable to decreased indebtedness and a lower effective interest rate.



Income before income taxes increased $526,832, or 749.0% to $597,169 for the
fiscal year ended July 31, 2004 from $70,337 for the fiscal year ended July 31, 2003. Income before income taxes as a percentage of total revenue increased 1.4% for the fiscal year ended July 31, 2004 to 1.6% from .2% for the fiscal year ended July
31, 2003. The increase is primarily attributable to growth in total revenue, offset by an increase in total cost and operating expenses, which resulted in a favorable cost-benefit relationship.



16



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Results of Operations for the Fiscal Year Ended July 31, 2003 Compared to the Fiscal Year Ended July 31, 2002



Total revenue increased $1,972,900, or 5.9% to
$35,506,828 for the fiscal year ended July 31, 2003 from $33,533,928 for the fiscal year ended July 31, 2002. The increase was primarily attributable to increased revenues in same stores and an increase in sales of merchandise. Such increases were
offset by the consolidation or sale of fourteen store locations in fiscal year 2002. Same store revenues represent those revenues earned in stores that were operated by the Company for the entire twelve months ended July 31, 2003 and 2002.



The Company receives rental revenue from various products,
including home electronics, household appliances, computers and furniture. In fiscal year 2003, approximately 16% of the Companys rental revenue was derived from appliances, 26% from furniture, 30% from electronics, 9% from computers, 2% from
various other products and 17% from various services and charges to rental customers, including reinstatement fees, preferred customer membership fees and liability waiver fees.



Revenue from same stores increased $3,806,232, or 12.0%. Same store revenues represent those revenues earned in stores that
were operated by the Company for the entire twelve months ended July 31, 2003 and 2002. The improvement was primarily attributable to an increase in the number of customers served, the number of agreements on rent, as well as revenue earned per
agreement on rent. Of the increase in revenue from same stores, sales of merchandise increased $271,115 or 16.8% to $1,888,821 from $1,617,706 in 2002. The increase in sales of merchandise was primarily attributable to an increase in the number of
items sold in 2003 from the number of items sold in 2002 due to the Company eliminating lower-cost, lower-margin merchandise from our product mix. Revenue decreased $1,833,332 due to the consolidation or sale of fourteen store locations in 2002.



Total costs and operating expenses increased $937,551 or 2.7%
to $35,436,491 for the fiscal year ended July 31, 2003 from $34,498,940 for the fiscal year ended July 31, 2002 and decreased 3.1% as a percentage of total revenue to 99.8% from 102.9%. In fiscal year 2002, the Company sold, or consolidated fourteen
stores, announced the appointment of a new President and Chief Executive Officer and incurred approximately $1,140,000 associated with the changes in our executive management team, write-offs of rental merchandise and discontinuance of jewelry as a
product offering. In fiscal year 2003, the Company implemented strategies to improve profitability, including eliminating lower-cost, lower-margin merchandise from our product mix, focusing on higher revenue-generating merchandise, investing in
training and developing our people and implementing a more aggressive and targeted marketing campaign.



Depreciation of rental merchandise increased $196,882, or 3.0% to $6,868,366 for the fiscal year ended July 31, 2003 from $6,671,484 for the fiscal year
ended July 31, 2002 and decreased .6% as a percentage of total revenue to 19.3% from 19.9%. Depreciation of rental merchandise expressed as a percentage of rental income excluding fees decreased .8% to 24.2% from 25.0% primarily due to improved
product margins. Other depreciation and amortization decreased $351,317, or 19.2% to $1,480,329 for the fiscal year ended July 31, 2003 from $1,831,646 for the fiscal year ended July 31, 2002 and decreased 1.3% as a percentage of total revenue to
4.2% from 5.5% primarily due to the application of SFAS 142. Under SFAS 142, amortization of goodwill ceased effective August 1, 2002.



17



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Cost of merchandise sold increased $406,069, or 31.8% to $1,681,771 for the fiscal year ended July
31, 2003 from $1,275,702 for the fiscal year ended July 31, 2002. The increase in cost of merchandise sold was primarily attributable to an increase in the number of items sold in the year ended July 31, 2003. During the years ended July 31, 2003
and 2002, the Companys margin related to merchandise sales was income of $207,050 and $342,004, respectively. The Companys decrease in 2003 was the result of eliminating lower-cost, lower-margin merchandise from our product mix by
lowering cash purchase prices on products identified as generating margins lower than industry norms.



Salaries and wages increased $575,376, or 5.8% to $10,433,146 for the fiscal year ended July 31, 2003 from $9,857,770 for the fiscal year ended July 31,
2002 and as a percentage of total revenue remained consistent at 29.4%. The increase was primarily attributable to increased same store level labor costs of $1,320,640 due to the Company increasing minimum staffing levels from three to four
associates to better serve the customer, and investing in training and developing store personnel. Such increases were offset by salaries and wages associated with the consolidation or sale of fourteen stores in 2002 and the payment of certain
amounts pursuant to a separation agreement related to the Companys former President and Chief Operating Officer in 2002.



Advertising expense increased $518,569, or 45.8% to $1,649,104 for the fiscal year ended July 31, 2003 from $1,130,535 for the fiscal year ended July 31,
2002 and increased 1.2% as a percentage of total revenue to 4.6% from 3.4%. The increase is primarily attributable to increased same store level advertising costs of $722,836 due to the Companys investment in implementing a more aggressive and
targeted marketing campaign, which was offset by the consolidation or sale of fourteen stores in 2002.



Occupancy expense decreased $152,264, or 6.0% to $2,383,807 for the fiscal year ended July 31, 2003 from $2,536,071 for the fiscal year ended July 31,
2002 due to the consolidation or sale of fourteen stores in 2002. Occupancy expense as a percentage of total revenue decreased .8% to 6.7% from 7.5% primarily due to the increase in same store revenue.



Other operating expenses decreased $71,165 or .7% to $10,255,610 for the
fiscal year ended July 31, 2003 from $10,326,775 for the fiscal year ended July 31, 2002 and decreased 1.9% as a percentage of total revenue to 28.9% from 30.8%. The decrease was attributable to the consolidation or sale of fourteen stores in 2002
and approximately $739,000 due to write-offs of rental merchandise, including approximately $315,000 associated with the Companys decision to discontinue carrying jewelry in its product selection in 2002. The decrease was offset by increased
same store level other operating expenses of $913,215. The increase in same store operating expenses was attributable to a number of factors, including increased write-offs and repairs of rental merchandise, increased insurance costs and increased
store level recruiting costs.



Interest expense decreased
$100,248, or 12.6% to $694,185 for the fiscal year ended July 31, 2003 from $794,433 for the fiscal year ended July 31, 2002 and decreased .4% as a percentage of total revenue to 2.0% from 2.4%. The decrease in interest is primarily attributable to
decreased indebtedness and a lower effective interest rate.



Loss on sale of assets decreased $50,122, or 100.0% from the twelve months ended July 31, 2002. The Company entered into several transactions in the year ended July 31, 2002 to sell under-performing stores and as a result recognized a net
loss of $50,122 on these store sale transactions.



18



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|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Income before income taxes increased $1,035,349, or 107.3% to income of $70,337 for the year ended
July 31, 2003 compared to a loss of $965,012 for the fiscal year ended July 31, 2002. Income before income taxes as a percentage of total revenue increased to income of .2% for the year ended July 31, 2003 compared to a loss of 2.9% in 2002. This
increase was primarily the result of approximately $1,140,000 associated with changes in our executive management team, write-offs of rental merchandise and the discontinuance of jewelry as a product selection in 2002. The Companys operating
philosophy initiated at the beginning of the year was to eliminate lower-cost, lower-margin merchandise from our product mix, focus on higher revenue-generating merchandise, and increase the Companys investment in store personnel and
advertising.



Financial Condition, Liquidity and Capital Resources



For the fiscal year ended July 31, 2004, the
Companys net cash flows from operating activities were $11,009,210 as compared to $10,223,909 for the fiscal year ended July 31, 2003. The increase in cash provided by operations was primarily due to increased revenues and decreased outflow
for working capital commitments.



For the fiscal year ended
July 31, 2004, the Companys net cash flows used in investing activities were $9,639,151 as compared to $9,051,422 for the fiscal year ended July 31, 2003. The Companys investing activities reflects a $317,167 increase in property and
equipment primarily used for the remodel or relocation of certain stores, as well as $50,641 used for the purchase of all rental agreements of two stores.



For the fiscal year ended July 31, 2004, the Companys net cash flows used in financing activities were $983,452 as compared to $1,372,793 for the
fiscal year ended July 31, 2003. The decrease in financing activities principally reflects decreased repayments of the Companys debt.



On October 1, 2003 and February 25, 2004, the Company amended and restated its Revolving Credit Loan Agreement with its lender. In the amendments, the
lender extended the maturity date from May 31, 2004 to May 31, 2006, modified the minimum effective tangible net worth provision, modified the maximum debt-to-effective tangible net worth provision, eliminated the idle inventory covenant, and
modified the interest rate from prime plus 1.5% to prime plus .75%. The amendments added a maximum year-to-date acquisition covenant.



On October 1, 2003 and February 25, 2004, the Company amended the subordinated note payable to a limited partnership, which is a stockholder of the
Company, dated October 26, 2001. The amendments extended the maturity date from May 31, 2004 to May 31, 2006.



On August 13, 2004, the Company further amended and restated its Revolving Credit Loan Agreement with its lender. In the amendment, the lender extended
the maturity date from May 31, 2006 to May 31, 2007 and modified certain covenants relating to Interest Coverage Ratio and Profitability, as well as increased the aggregate amount for Capital Expenditures and Acquisitions.



On August 13, 2004, the Company further amended the subordinated note payable
to a limited partnership, which is a stockholder of the Company, dated October 26, 2001. The amendment extended the maturity date from May 31, 2006 to May 31, 2007.



The Companys capital requirements relate primarily to purchasing rental merchandise and working capital requirements
for new and existing stores. The Companys primary source of liquidity and capital are from operations and borrowings. For the fiscal year ended July 31, 2004, the Company



19



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



has generated sufficient cash flows from operations to meet its operating and investing needs. Management believes
that operating cash flows combined with available line of credit of $6,100,000 under the Revolving Credit Loan Agreement provide adequate resources to meet the Companys future cash obligations through at least the next twelve months.



Disclosures about Contractual Obligations and Commercial Commitments as of
July 31, 2004:



|                    |  |                 |           |                  |   |           |  |   |           
|------------------- |  | --------------- | --------- | ---------------- | - | --------- |  | - | ----------
|Year Ended July 31, |  | OperatingLeases |           | NotesPayable (1) |   | Total    
|2005                |  | $               | 2,435,549 |                  | $ | 18,860    |  | $ | 2,454,409 
|2006                |  |                 | 2,071,474 |                  |   | 8,415,047 |  |   | 10,486,521
|2007                |  |                 | 1,610,159 |                  |   |          |  |   | 1,610,159 
|2008                |  |                 | 1,285,935 |                  |   |          |  |   | 1,285,935 
|2009                |  |                 | 661,234   |                  |   |          |  |   | 661,234   
|Thereafter          |  |                 | 263,784   |                  |   |          |  |   | 263,784   
|                    |  |                 |           |                  |   |           |  |   |           
|                    |  | $               | 8,328,135 |                  | $ | 8,433,907 |  | $ | 16,762,042
|                    |  |                 |           |                  |   |           |  |   |           

---

|(1) | On August 13, 2004, the Company amended and restated its Revolving Credit Loan Agreement and subordinated notes payable to extend the maturity date to May 31, 2007. Consequently,
the obligations under these agreements are due in the year ended July 31, 2007.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company has guarantees under certain operating leases, amounting to $424,740 as of July 31, 2004, for the residual values of vehicles at the end of the respective operating lease periods. Based upon the
expectation that none of these leased assets will have a residual value at the end of the lease term that is materially less than the value specified in the related operating lease agreement, the Company does not believe it is probable that it will
be required to fund any amounts under the terms of these guarantee arrangements. Accordingly, no accruals have been recognized for these guarantees.



Related Party Transactions



Interest expense relating to notes payable to affiliates amounted to $244,001, $243,335 and $242,668 for the years ended July 31, 2004, 2003 and 2002,
respectively.



As of July 31, 2002, the Company had advanced
$1,000,000 to the President and Chief Executive Officer in the form of a promissory note (the Note). The Note matures on January 1, 2008 and bears interest at the lesser of i) the Applicable Federal Rate or ii) the maximum nonusurious
rate as defined in the Note. Per the terms of the Note, the Company will forgive one-fifth of the principal and all related accrued interest on December 31 of each year beginning in 2003 through 2007. If the President and Chief Executive
Officers employment is terminated with cause by the Company or without good reason by the President and Chief Executive Officer all outstanding unearned principal and accrued interest must be repaid. As of July 31, 2004, $683,333 of the Note
remained outstanding.



Critical Accounting Policies



The preparation of the Companys financial statements in conformity
with generally accepted accounting principles requires the Company to make estimates and assumptions relating to the reporting



20



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues
and expenses. The Company bases its estimates on historical experience and on various other assumptions or conditions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates under different
assumptions or conditions.



Critical accounting policies are
defined as those that are reflective of significant judgments and uncertainties and may result in materially different results under different assumptions and conditions. The Company believes that the following critical accounting policies involve
significant judgments and estimates used in the preparation of our consolidated financial statements.



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 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 30 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 home electronics, furniture, appliances and computers.



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 30 months. When not on rent, merchandise is not depreciated.



Rental merchandise which is damaged and inoperable, deemed obsolete, or not
returned by the customer after becoming delinquent on payments, is written off as such impairment is incurred. For the fiscal years ended July 31, 2004, 2003 and 2002, $1,385,931, $1,410,312 and $2,018,208, respectively, of such impairments were
incurred and are included in other operating expenses in the accompanying consolidated statements of operations. Included in the amount for 2002 is approximately $315,000 related to the Companys decision to discontinue carrying jewelry in its
product selection.



The income-forecast basis of depreciation
combined with periodic assessment of impairment best matches the recognition of merchandise cost with merchandise consumption.



|Intangible | assets
|---------- | ------



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 no
impairment of the goodwill and other intangibles has occurred and that no reduction of the estimated useful lives is warranted.



21



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|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



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.



Cautionary Statement



This Report on Form 10-K and the foregoing Managements Discussion and Analysis of Financial Condition and Results of Operations contains various forward looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Companys Annual Report to Shareholders, any Report on Form 10-Q or Form 8-K or any other written or oral statements made by or on
behalf of the Company may include forward-looking statements. Forward-looking statements represent the Companys expectations or beliefs concerning future events. Any forward-looking statements made by or on behalf of the Company are subject to
uncertainties and other factors that could cause actual results to differ materially from such statements. These uncertainties and other factors include, but are not limited to, (i) the ability of the Company to open or acquire additional
rental-purchase stores on favorable terms, (ii) the ability of the Company to improve the performance of such acquired stores and to integrate such opened or acquired stores into the Companys operations, (iii) the impact of state and federal
laws regulating or otherwise affecting rental-purchase transactions, (iv) the impact of general economic conditions in the United States and (v) the impact of terrorist activity, threats of terrorist activity and responses thereto on the economy in
general and the rental-purchase industry in particular. Undue reliance should not be placed on any forward-looking statements made by or on behalf of the Company as such statements speak only as of the date made. The Company undertakes no obligation
to publicly update or revise any forward-looking statement, whether as a result of new information, the occurrence of future events or otherwise.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The Company has exposure to market risk associated with the floating rate portion of the interest charged on its Revolving Credit Loan Agreement. At July
31, 2004, the Company had $5,400,000 outstanding on its Revolving Credit Loan Agreement at an interest rate of prime plus .75% and the fair value of the obligation outstanding approximates its related carrying value because the obligation bears
interest at the current market rate.





22



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



ITEM 8. FINANCIAL STATEMENTS



|                                                                                                     |  |        
|---------------------------------------------------------------------------------------------------- |  | -------
|                                                                                                     |  | Page(s)
|Report of Independent Registered Public Accounting Firm                                              |  | 24     
|                                                                                                     | 
|Financial Statements:                                                                                |  |        
|                                                                                                     | 
|Consolidated Balance Sheets as of July 31, 2004 and 2003                                             |  | 25     
|                                                                                                     | 
|Consolidated Statements of Operations for the years ended July 31, 2004, 2003 and 2002               |  | 26     
|                                                                                                     | 
|Consolidated Statements of Cash Flows for the years ended July 31, 2004, 2003 and 2002 (as restated) |  | 27     
|                                                                                                     | 
|Consolidated Statements of Stockholders Equity for the years ended July 31, 2004, 2003 and 2002     |  | 28     
|                                                                                                     | 
|Notes to Consolidated Financial Statements                                                           |  | 29     



23



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|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Report of Independent Registered Public Accounting Firm



To the Board of Directors and Stockholders of

Bestway, Inc.



In our opinion, the consolidated financial statements listed in the accompanying index presents fairly, in all material respects, the
financial position of Bestway, Inc. and its subsidiaries at July 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended July 31, 2004, in conformity with accounting principles
generally accepted in the United States of America. 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 of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



As discussed in Note 1 to the consolidated financial statements, the Company changed its
method of accounting for goodwill and other intangible assets in connection with its adoption of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, effective August 1, 2002.



As discussed in Note 2, the consolidated financial statements for the years ended July 31,
2004, 2003 and 2002 have been restated.



/s/ PricewaterhouseCoopers LLP



Dallas, Texas

October 15, 2004, except for Note 2, as to which the date is April 4, 2005.



24



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##### Index to Financial Statements

|                                           |  |            
|------------------------------------------ |  | -----------
|                                           | 
|Bestway, Inc.  Consolidated Balance
Sheets |  | FORM 10-K/A



|                                                                                                                            |  |          |            |   |      |   |            |  
|--------------------------------------------------------------------------------------------------------------------------- |  | -------- | ---------- | - | ---- | - | ---------- | -
|                                                                                                                            |  | July 31, |           
|                                                                                                                            |  | 2004     |            |   | 2003 |  
|Assets                                                                                                                      |  |          |            |   |      |   |            |  
|Cash and cash equivalents                                                                                                   |  | $        | 692,476    |   |      | $ | 305,869    |  
|Prepaid expenses                                                                                                            |  |          | 208,447    |   |      |   | 189,882    |  
|Taxes receivable                                                                                                            |  |          |           |   |      |   | 180,976    |  
|Deferred income taxes                                                                                                       |  |          | 148,232    |   |      |   | 302,034    |  
|Other assets                                                                                                                |  |          | 35,172     |   |      |   | 45,026     |  
|                                                                                                                            |  |         
|Rental merchandise, at cost                                                                                                 |  |          | 22,926,368 |   |      |   | 22,488,380 |  
|less accumulated depreciation                                                                                               |  |          | 8,980,273  |   |      |   | 8,630,316  |  
|                                                                                                                            |  |          |            |   |      |   |            |  
|                                                                                                                            |  |          | 13,946,095 |   |      |   | 13,858,064 |  
|                                                                                                                            |  |          |            |   |      |   |            |  
|Property and equipment, at cost                                                                                             |  |          | 8,594,130  |   |      |   | 8,702,135  |  
|less accumulated depreciation                                                                                               |  |          | 6,358,145  |   |      |   | 5,969,337  |  
|                                                                                                                            |  |          |            |   |      |   |            |  
|                                                                                                                            |  |          | 2,235,985  |   |      |   | 2,732,798  |  
|                                                                                                                            |  |          |            |   |      |   |            |  
|Employee advance                                                                                                            |  |          | 683,333    |   |      |   | 855,556    |  
|Non-competes, net of amortization                                                                                           |  |          | 200,587    |   |      |   | 306,668    |  
|Goodwill, net of amortization                                                                                               |  |          | 1,225,295  |   |      |   | 1,225,295  |  
|                                                                                                                            |  |          |            |   |      |   |            |  
|Total assets                                                                                                                |  | $        | 19,375,622 |   |      | $ | 20,002,168 |  
|                                                                                                                            |  |          |            |   |      |   |            |  
|Liabilities and Stockholders Equity                                                                                        |  |          |            |   |      |   |            |  
|Accounts payable                                                                                                            |  | $        | 606,009    |   |      | $ | 751,328    |  
|Accrued interest - related parties                                                                                          |  |          | 20,667     |   |      |   | 20,667     |  
|Other accrued liabilities                                                                                                   |  |          | 1,543,425  |   |      |   | 1,460,081  |  
|Income tax payable                                                                                                          |  |          | 53,080     |   |      |   |           |  
|Notes payable-related parties                                                                                               |  |          | 3,000,000  |   |      |   | 3,000,000  |  
|Notes payable-other                                                                                                         |  |          | 5,433,907  |   |      |   | 6,451,299  |  
|                                                                                                                            |  |         
|Commitments and contingencies (Notes 7 and 10)                                                                              |  |          |            |   |      |   |            |  
|                                                                                                                            |  |         
|Stockholders equity:                                                                                                       |  |          |            |   |      |   |            |  
|Preferred stock, $10.00 par value, 1,000,000 authorized, none issued                                                        |  |          |           |   |      |   |           |  
|Common stock, $.01 par value, 5,000,000 authorized, 1,787,617 issued at July 31, 2004 and 1,782,517 issued at July 31, 2003 |  |          | 17,876     |   |      |   | 17,825     |  
|Paid-in capital                                                                                                             |  |          | 16,332,551 |   |      |   | 16,298,662 |  
|Less treasury stock, at cost, 104,345 at July 31, 2004 and July 31, 2003                                                    |  |          | (563,083   | ) |      |   | (563,083   | )
|Accumulated deficit                                                                                                         |  |          | (7,068,810 | ) |      |   | (7,434,611 | )
|                                                                                                                            |  |          |            |   |      |   |            |  
|Total stockholders equity                                                                                                  |  |          | 8,718,534  |   |      |   | 8,318,793  |  
|                                                                                                                            |  |          |            |   |      |   |            |  
|Total liabilities and stockholders equity                                                                                  |  | $        | 19,375,622 |   |      | $ | 20,002,168 |  
|                                                                                                                            |  |          |            |   |      |   |            |  



See accompanying notes
to consolidated financial statements.



25



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##### Table of Contents

##### Index to Financial Statements

|                                                     |  |            
|---------------------------------------------------- |  | -----------
|Bestway, Inc.  Consolidated Statements of
Operations |  | FORM 10-K/A



|                                                   |  |                             |            |      |   |            |      |  |   |            |  
|-------------------------------------------------- |  | --------------------------- | ---------- | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                   |  | Fiscal Years Ended July 31, |           
|                                                   |  | 2004                        |            | 2003 |   |            | 2002 | 
|Revenues:                                          |  |                             |            |      |   |            |      |  |   |            |  
|Rental and fee income                              |  | $                           | 36,203,299 |      | $ | 33,618,007 |      |  | $ | 31,916,222 |  
|Sales of merchandise                               |  |                             | 1,712,831  |      |   | 1,888,821  |      |  |   | 1,617,706  |  
|                                                   |  |                             |            |      |   |            |      |  |   |            |  
|                                                   |  |                             | 37,916,130 |      |   | 35,506,828 |      |  |   | 33,533,928 |  
|                                                   |  |                             |            |      |   |            |      |  |   |            |  
|Cost and operating expenses:                       |  |                             |            |      |   |            |      |  |   |            |  
|Depreciation and amortization:                     |  |                             |            |      |   |            |      |  |   |            |  
|Rental merchandise                                 |  |                             | 7,490,990  |      |   | 6,868,366  |      |  |   | 6,671,484  |  
|Other                                              |  |                             | 1,228,166  |      |   | 1,480,329  |      |  |   | 1,831,646  |  
|Cost of merchandise sold                           |  |                             | 1,241,408  |      |   | 1,681,771  |      |  |   | 1,275,702  |  
|Salaries and wages                                 |  |                             | 11,053,364 |      |   | 10,433,146 |      |  |   | 9,857,770  |  
|Advertising                                        |  |                             | 1,725,515  |      |   | 1,649,104  |      |  |   | 1,130,535  |  
|Occupancy                                          |  |                             | 2,500,809  |      |   | 2,383,807  |      |  |   | 2,536,071  |  
|Other operating expenses                           |  |                             | 11,500,903 |      |   | 10,255,610 |      |  |   | 10,326,775 |  
|Interest expense                                   |  |                             | 545,986    |      |   | 694,185    |      |  |   | 794,433    |  
|Loss (gain) on sale of property and equipment      |  |                             | 31,820     |      |   | (9,827     | )    |  |   | 24,402     |  
|Loss on sale of assets                             |  |                             |           |      |   |           |      |  |   | 50,122     |  
|                                                   |  |                             |            |      |   |            |      |  |   |            |  
|                                                   |  |                             | 37,318,961 |      |   | 35,436,491 |      |  |   | 34,498,940 |  
|                                                   |  |                             |            |      |   |            |      |  |   |            |  
|Income (loss) before income taxes:                 |  |                             | 597,169    |      |   | 70,337     |      |  |   | (965,012   | )
|                                                   |  |                             |            |      |   |            |      |  |   |            |  
|Current income tax (benefit)                       |  |                             | 76,078     |      |   | (158,292   | )    |  |   | (116,109   | )
|Deferred income tax expense (benefit)              |  |                             | 155,290    |      |   | 181,041    |      |  |   | (106,824   | )
|                                                   |  |                             |            |      |   |            |      |  |   |            |  
|Net income (loss)                                  |  | $                           | 365,801    |      | $ | 47,588     |      |  | $ | (742,079   | )
|                                                   |  |                             |            |      |   |            |      |  |   |            |  
|Basic net income (loss) per share                  |  | $                           | 0.22       |      | $ | 0.03       |      |  | $ | (0.45      | )
|                                                   |  |                             |            |      |   |            |      |  |   |            |  
|Diluted net income (loss) per share                |  | $                           | 0.20       |      | $ | 0.03       |      |  | $ | (0.45      | )
|                                                   |  |                             |            |      |   |            |      |  |   |            |  
|Weighted average common shares outstanding         |  |                             | 1,681,289  |      |   | 1,669,955  |      |  |   | 1,648,322  |  
|                                                   |  |                             |            |      |   |            |      |  |   |            |  
|Diluted weighted average common shares outstanding |  |                             | 1,823,286  |      |   | 1,774,409  |      |  |   | 1,648,322  |  
|                                                   |  |                             |            |      |   |            |      |  |   |            |  



See accompanying notes
to consolidated financial statements.



26



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##### Table of Contents

##### Index to Financial Statements

|                                                     |  |            
|---------------------------------------------------- |  | -----------
|Bestway, Inc.  Consolidated Statements Of Cash
Flows |  | FORM 10-K/A



|                                                                                         |  |                             |             |   |      |   |             |      |  |   |            |  
|---------------------------------------------------------------------------------------- |  | --------------------------- | ----------- | - | ---- | - | ----------- | ---- |  | - | ---------- | -
|                                                                                         |  | Fiscal Years Ended July 31, |            
|                                                                                         |  | 2004                        |             |   | 2003 |   |             | 2002 | 
|                                                                                         |  | (as restated, see Note 2)   |            
|Cash flows from operating activities:                                                    |  |                             |             |   |      |   |             |      |  |   |            |  
|Net income (loss)                                                                        |  | $                           | 365,801     |   |      | $ | 47,588      |      |  | $ | (742,079   | )
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                             |             |   |      |   |             |      |  |   |            |  
|Depreciation and amortization                                                            |  |                             | 8,719,156   |   |      |   | 8,348,695   |      |  |   | 8,503,129  |  
|Net book value of rental units retired                                                   |  |                             | 2,967,352   |   |      |   | 3,349,494   |      |  |   | 3,780,825  |  
|Proceeds from sales of merchandise                                                       |  |                             | (1,712,831  | ) |      |   | (1,888,821  | )    |  |   | (1,617,706 | )
|Non-cash compensation expense                                                            |  |                             | 172,223     |   |      |   | 137,723     |      |  |   |           |  
|Loss (gain) on sale of property and equipment                                            |  |                             | 31,820      |   |      |   | (9,827      | )    |  |   | 24,402     |  
|Loss on sale of assets                                                                   |  |                             |            |   |      |   |            |      |  |   | 50,122     |  
|Deferred income taxes                                                                    |  |                             | 155,290     |   |      |   | 181,041     |      |  |   | (106,824   | )
|Changes in operating assets and liabilities other than cash:                             |  |                             |             |   |      |   |             |      |  |   |            |  
|Prepaid expenses                                                                         |  |                             | (18,565     | ) |      |   | 123,043     |      |  |   | (114,320   | )
|Taxes receivable                                                                         |  |                             | 180,976     |   |      |   | (21,391     | )    |  |   | (26,235    | )
|Taxes payable                                                                            |  |                             | 53,080      |   |      |   |            |      |  |   |           |  
|Employee advance                                                                         |  |                             |            |   |      |   |            |      |  |   | (988,889   | )
|Other assets                                                                             |  |                             | 9,854       |   |      |   | 7,006       |      |  |   | (4,397     | )
|Accounts payable                                                                         |  |                             | 1,710       |   |      |   | 10,751      |      |  |   | (79,337    | )
|Other accrued liabilities                                                                |  |                             | 83,344      |   |      |   | (61,393     | )    |  |   | (86,326    | )
|                                                                                         |  |                             |             |   |      |   |             |      |  |   |            |  
|Net cash flows provided by operating activities                                          |  |                             | 11,009,210  |   |      |   | 10,223,909  |      |  |   | 8,592,365  |  
|                                                                                         |  |                             |             |   |      |   |             |      |  |   |            |  
|Cash flows from investing activities:                                                    |  |                             |             |   |      |   |             |      |  |   |            |  
|Purchase of rental units and equipment                                                   |  |                             | (10,644,261 | ) |      |   | (10,565,857 | )    |  |   | (9,593,006 | )
|Additions to property and equipment                                                      |  |                             | (708,665    | ) |      |   | (391,498    | )    |  |   | (287,261   | )
|Proceeds from sale of property and equipment                                             |  |                             | 51,585      |   |      |   | 17,112      |      |  |   | 55,303     |  
|Proceeds from sales of merchandise                                                       |  |                             | 1,712,831   |   |      |   | 1,888,821   |      |  |   | 1,617,706  |  
|Asset purchases net of cash acquired                                                     |  |                             | (50,641     | ) |      |   |            |      |  |   | (984,007   | )
|Proceeds from sale of assets                                                             |  |                             |            |   |      |   |            |      |  |   | 2,208,625  |  
|                                                                                         |  |                             |             |   |      |   |             |      |  |   |            |  
|Net cash flows used in investing activities                                              |  |                             | (9,639,151  | ) |      |   | (9,051,422  | )    |  |   | (6,982,640 | )
|                                                                                         |  |                             |             |   |      |   |             |      |  |   |            |  
|Cash flows from financing activities:                                                    |  |                             |             |   |      |   |             |      |  |   |            |  
|Proceeds of notes payable                                                                |  |                             | 2,400,000   |   |      |   | 1,600,000   |      |  |   | 2,050,000  |  
|Repayment of notes payable                                                               |  |                             | (3,417,392  | ) |      |   | (3,115,893  | )    |  |   | (4,164,539 | )
|Treasury stock purchase                                                                  |  |                             |            |   |      |   |            |      |  |   | (277,857   | )
|Treasury stock issuance                                                                  |  |                             |            |   |      |   |            |      |  |   | 170,050    |  
|Stock options exercised                                                                  |  |                             | 33,940      |   |      |   | 143,100     |      |  |   |           |  
|                                                                                         |  |                             |             |   |      |   |             |      |  |   |            |  
|Net cash flows used in financing activities                                              |  |                             | (983,452    | ) |      |   | (1,372,793  | )    |  |   | (2,222,346 | )
|                                                                                         |  |                             |             |   |      |   |             |      |  |   |            |  
|Cash and cash equivalents at the beginning of year                                       |  |                             | 305,869     |   |      |   | 506,175     |      |  |   | 1,118,796  |  
|                                                                                         |  |                             |             |   |      |   |             |      |  |   |            |  
|Cash and cash equivalents at the end of the year                                         |  | $                           | 692,476     |   |      | $ | 305,869     |      |  | $ | 506,175    |  
|                                                                                         |  |                             |             |   |      |   |             |      |  |   |            |  



See accompanying notes
to consolidated financial statements.



27



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##### Table of Contents

##### Index to Financial Statements

|                                                |  |            
|----------------------------------------------- |  | -----------
|Bestway, Inc.                                   |  | FORM 10-K/A
|Consolidated Statements of Stockholders
Equity |  |            



|                                            |  |                                                  |  |                 |        |                |        |            |                     |          |   |                      |   |          |   |  |   |            |   |  |   |           |  
|------------------------------------------- |  | ------------------------------------------------ |  | --------------- | ------ | -------------- | ------ | ---------- | ------------------- | -------- | - | -------------------- | - | -------- | - |  | - | ---------- | - |  | - | --------- | -
|                                            |  | For the Years Ended July 31, 2004, 2003 and 2002 | 
|                                            |  | Common Stock                                     |  | Paid-in Capital |        | Treasury Stock |        |            | Accumulated Deficit |          |   | Stockholders Equity |  
|                                            |  | Shares                                           |  | Amount          |        |                | Shares |            |                     | Amount   |   |                      |  
|Balance at July 31, 2001                    |  | 1,756,917                                        |  | $               | 17,569 |                | $      | 16,124,578 |                     | (71,045  | ) |                      | $ | (428,426 | ) |  | $ | (6,740,120 | ) |  | $ | 8,973,601 |  
|                                            |  |                                                  |  |                 |        |                |       
|Treasury stock purchases                    |  |                                                 |  |                 |       |                |        |           |                     | (69,100  | ) |                      |   | (277,857 | ) |  |   |           |   |  |   | (277,857  | )
|Treasury stock issued                       |  |                                                  |  |                 |        |                |        | 26,850     |                     | 35,800   |   |                      |   | 143,200  |   |  |   |           |   |  |   | 170,050   |  
|Net loss for the year ended July 31, 2002   |  |                                                 |  |                 |       |                |        |           |                     |         |   |                      |   |         |   |  |   | (742,079   | ) |  |   | (742,079  | )
|                                            |  |                                                  |  |                 |        |                |        |            |                     |          |   |                      |   |          |   |  |   |            |   |  |   |           |  
|Balance at July 31, 2002                    |  | 1,756,917                                        |  | $               | 17,569 |                | $      | 16,151,428 |                     | (104,345 | ) |                      | $ | (563,083 | ) |  | $ | (7,482,199 | ) |  | $ | 8,123,715 |  
|                                            |  |                                                  |  |                 |        |                |        |            |                     |          |   |                      |   |          |   |  |   |            |   |  |   |           |  
|Stock options exercised                     |  | 25,600                                           |  |                 | 256    |                |        | 142,844    |                     |         |   |                      |   |         |   |  |   |           |   |  |   | 143,100   |  
|Stock option compensation expense           |  |                                                 |  |                 |       |                |        | 4,390      |                     |         |   |                      |   |         |   |  |   |           |   |  |   | 4,390     |  
|Net income for the year ended July 31, 2003 |  |                                                 |  |                 |       |                |        |           |                     |         |   |                      |   |         |   |  |   | 47,588     |   |  |   | 47,588    |  
|                                            |  |                                                  |  |                 |        |                |        |            |                     |          |   |                      |   |          |   |  |   |            |   |  |   |           |  
|Balance at July 31, 2003                    |  | 1,782,517                                        |  | $               | 17,825 |                | $      | 16,298,662 |                     | (104,345 | ) |                      | $ | (563,083 | ) |  | $ | (7,434,611 | ) |  | $ | 8,318,793 |  
|                                            |  |                                                  |  |                 |        |                |        |            |                     |          |   |                      |   |          |   |  |   |            |   |  |   |           |  
|Stock options exercised                     |  | 5,100                                            |  |                 | 51     |                |        | 33,889     |                     |         |   |                      |   |         |   |  |   |           |   |  |   | 33,940    |  
|Net income for the year ended July 31, 2004 |  |                                                 |  |                 |       |                |        |           |                     |         |   |                      |   |         |   |  |   | 365,801    |   |  |   | 365,801   |  
|                                            |  |                                                  |  |                 |        |                |        |            |                     |          |   |                      |   |          |   |  |   |            |   |  |   |           |  
|Balance at July 31, 2004                    |  | 1,787,617                                        |  | $               | 17,876 |                | $      | 16,332,551 |                     | (104,345 | ) |                      | $ | (563,083 | ) |  | $ | (7,068,810 | ) |  | $ | 8,718,534 |  
|                                            |  |                                                  |  |                 |        |                |        |            |                     |          |   |                      |   |          |   |  |   |            |   |  |   |           |  



See accompanying notes
to consolidated financial statements.



28



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Notes to Consolidated Financial Statements



|1. | BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------------------------------------------



Business and 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. Intercompany balances and transactions have been eliminated
in consolidation. Certain prior year amounts have been reclassified to conform to current year presentation.



The Company owns and operates a total of sixty-nine stores located in various states. The store 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, 2004, are as follows:



|               |  |                
|-------------- |  | ---------------
|State          |  | Number ofStores
|Alabama        |  | 22             
|Arkansas       |  | 6              
|Georgia        |  | 3              
|Mississippi    |  | 11             
|North Carolina |  | 12             
|South Carolina |  | 2              
|Tennessee      |  | 13             
|               |  |                
|               |  | 69             
|               |  |                



Summary of
significant accounting policies



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 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 30 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 and fee revenue from various products including home electronics, household appliances, as well as computers and
furniture. In fiscal year 2004, approximately 16% of the Companys rental and fee revenue was derived from appliances, 31% from furniture, 30% from electronics, 9% from computers, and 14% from various services and charges to rental customers
including reinstatement fees, preferred customer membership fees and liability waiver fees. In fiscal year 2003, approximately 16% of the Companys rental and fee



29



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Notes to Consolidated Financial Statements



revenue was derived from appliances, 26% from furniture, 30% from electronics, 10% from computers, 2% from various other
products and 16% from various services and charges to rental customers including reinstatement fees, preferred customer membership fees and liability wavier fees. In fiscal year 2002, approximately 16% of the Companys rental and fee revenue
was derived from appliances, 25% from furniture, 30% from electronics, 8% from computers, 4% from various other products and 17% from various services and charges to rental customers, including reinstatement fees, preferred customer membership fees
and liability waiver fees.



Merchandise rented to customers,
or available for rent, is recorded at historical 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 30 months. When not on rent, merchandise is not depreciated.



Rental merchandise which is damaged and inoperable, deemed obsolete, or not returned by the customer after becoming delinquent on payments, is written off
as such impairment is incurred. For the fiscal years ended July 31, 2004, 2003 and 2002, $1,385,931, $1,410,312 and $2,018,208, respectively, of such impairments were incurred and are included in other operating expenses in the accompanying
consolidated statements of operations. Included in the amount for 2002 is approximately $315,000 related to the Companys decision to discontinue carrying jewelry in its product selection.



Sales of merchandise



Sales of merchandise includes revenue from cash sales of primarily used
merchandise and early purchase options.



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, on the straight-line basis as defined below. Leasehold improvements are amortized over the shorter of the useful life of the asset or
the term of the lease and renewal period, if applicable.



|                       |  |              
|---------------------- |  | -------------
|                       |  | Lives (years)
|Building               |  | 40           
|Furniture and fixtures |  | 7            
|Vehicles               |  | 5            
|Computer equipment     |  | 3            



30



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Notes to Consolidated Financial Statements



Cash and cash equivalents



Cash and cash equivalents consist of cash on hand and on deposit, and highly liquid instruments with maturities of three
months or less when purchased. The carrying amount of cash and cash equivalents is the estimated fair value at July 31, 2004 and 2003.



Intangible assets



Effective August 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangibles(SFAS
142). SFAS 142 addresses financial accounting and reporting for intangible assets acquired individually or with a group of other assets (but not those acquired in a business combination) at acquisition and for goodwill and other intangible
assets subsequent to their acquisition. The Companys consolidated balance sheet at July 31, 2002 included goodwill, net of accumulated amortization, totaling $1,225,295, which is related to various store acquisitions. The Company applied the
provisions of SFAS 142 on August 1, 2002 and discontinued amortization of goodwill.



Amortization of goodwill was $252,349 for the year ended July 31, 2002. As of July 31, 2004 and 2003, goodwill totaled $1,225,295. The carrying value of goodwill is evaluated annually. The Company believes that no
impairment of goodwill existed at July 31, 2004 and 2003.



The
following pro forma financial information compares the Companys net income (loss) for the years ended July 31, 2004, 2003 and 2002 had the provisions of SFAS 142 been applied on August 1, 2001:



|                                                   |  |                     |           |      |   |           |  |   |           |  
|-------------------------------------------------- |  | ------------------- | --------- | ---- | - | --------- |  | - | --------- | -
|                                                   |  | Year Ended July 31, |          
|                                                   |  | 2004                |           | 2003 |   | 2002      | 
|Reported net income (loss)                         |  | $                   | 365,801   |      | $ | 47,588    |  | $ | (742,079  | )
|Goodwill amortization                              |  |                     |          |      |   |          |  |   | 252,349   |  
|                                                   |  |                     |           |      |   |           |  |   |           |  
|Adjusted net income (loss)                         |  |                     | 365,801   |      |   | 47,588    |  |   | (489,730  | )
|                                                   |  |                     |          
|Basic net income (loss) per share:                 |  |                     |           |      |   |           |  |   |           |  
|Reported net income (loss)                         |  |                     | 0.22      |      |   | 0.03      |  |   | (0.45     | )
|Goodwill amortization                              |  |                     |          |      |   |          |  |   | 0.15      |  
|                                                   |  |                     |           |      |   |           |  |   |           |  
|Adjusted net income (loss)                         |  | $                   | 0.22      |      | $ | 0.03      |  | $ | (0.30     | )
|                                                   |  |                     |          
|Diluted net income (loss) per share:               |  |                     |           |      |   |           |  |   |           |  
|Reported net income (loss)                         |  |                     | 0.20      |      |   | 0.03      |  |   | (0.45     | )
|Goodwill amortization                              |  |                     |          |      |   |          |  |   | 0.15      |  
|                                                   |  |                     |           |      |   |           |  |   |           |  
|Adjusted net income (loss)                         |  | $                   | 0.20      |      | $ | 0.03      |  | $ | (0.30     | )
|                                                   |  |                     |          
|Weighted average common shares outstanding         |  |                     | 1,681,289 |      |   | 1,669,955 |  |   | 1,648,322 |  
|                                                   |  |                     |          
|Diluted weighted average common shares outstanding |  |                     | 1,823,286 |      |   | 1,774,409 |  |   | 1,648,322 |  



31



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Notes to Consolidated Financial Statements



The Companys adoption of SFAS 142 had no effect on the Companys acquired identifiable intangible assets that are
subject to amortization. Intangible assets are amortized over their useful economic life and tested for impairment in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets.



The following table presents
intangible assets at July 31, 2004 and 2003:



|                       |  |               |           |                         |   |               |  |                         |           |  |   |          
|---------------------- |  | ------------- | --------- | ----------------------- | - | ------------- |  | ----------------------- | --------- |  | - | ---------
|                       |  | July 31, 2004 |           | July 31, 2003          
|                       |  | CarryingValue |           | AccumulatedAmortization |   | CarryingValue |  | AccumulatedAmortization
|Non-compete Agreements |  | $             | 2,342,915 |                         | $ | 2,142,328     |  | $                       | 2,342,915 |  | $ | 2,036,247



During the year ended
July 31, 2004, 2003 and 2002, the Company recorded total amortization expense of $106,081, $161,964, and $139,316, respectively. Amortization expense is estimated at $84,384, $62,616, $28,712, $10,020 and $10,020 for years ended July 31, 2005
through 2009, respectively.



Income taxes



Deferred income taxes are recognized for the tax
consequences in the future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year based on enacted tax laws and statutory tax rates applicable to the periods in which the differences
are expected to affect taxable earnings. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. Income tax expense is the total of tax payable for the period and the
change during the period in deferred tax assets and liabilities which impacted operations.



Investment tax credits are accounted for on the flow-through method.



Stock-based compensation



The Company applies APB Opinion 25 and related Interpretations in accounting for its stock-based compensation plan. In 1995, the Financial Accounting
Standards Board (FASB) issued FASB Statement No. 123, Accounting for Stock-Based Compensation, (SFAS No. 123) which, if fully adopted by the Company, would change the methods the Company applies in recognizing the
cost of its stock-based compensation plan. Adoption of the cost recognition provisions of SFAS No. 123 is optional and the Company has decided not to elect the provisions of SFAS 123. However, pro forma disclosures as if the Company adopted the cost
recognition provisions of SFAS 123 are required by SFAS 123 and are presented below.



32



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Notes to Consolidated Financial Statements



Pro forma net income and net income per common share



Had the compensation cost for the Companys stock-based compensation
plan been determined consistent with SFAS No. 123, the Companys net income (loss) and net income (loss) per common share for 2004, 2003 and 2002 would approximate the pro forma amounts below:



|                                           |  |                    |         |                  |   |                    |  |                  |        |  |                    |          |   |                  |   |          |   |  |   |          |  
|------------------------------------------ |  | ------------------ | ------- | ---------------- | - | ------------------ |  | ---------------- | ------ |  | ------------------ | -------- | - | ---------------- | - | -------- | - |  | - | -------- | -
|                                           |  | As Reported7/31/04 |         | Pro Forma7/31/04 |   | As Reported7/31/03 |  | Pro Forma7/31/03 |        |  | As Reported7/31/02 |          |   | Pro Forma7/31/02 |  
|Net income (loss)                          |  | $                  | 365,801 |                  | $ | 175,225            |  | $                | 47,588 |  | $                  | (166,446 | ) |                  | $ | (742,079 | ) |  | $ | (771,424 | )
|Basic net income (loss) per common share   |  | $                  | 0.22    |                  | $ | 0.10               |  | $                | 0.03   |  | $                  | (0.10    | ) |                  | $ | (0.45    | ) |  | $ | (0.47    | )
|Diluted net income (loss) per common share |  | $                  | 0.20    |                  | $ | 0.10               |  | $                | 0.03   |  | $                  | (0.10    | ) |                  | $ | (0.45    | ) |  | $ | (0.47    | )



The fair value of each
stock option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: dividend yield of 0.00%; risk-free interest rate of 3.64%, 3.31% and 4.12% for 2004, 2003, and 2002,
respectively; the expected life of options is 7.51 years, 6.61 years and 5.00 years for 2004, 2003 and 2002, respectively; and a volatility of 112.14%, 59.60% and 46.84% for options granted in 2004, 2003 and 2002, respectively.



The effects of applying SFAS No. 123 in this pro forma disclosure are not
indicative of future amounts. SFAS No. 123 does not apply to awards granted prior to the 1996 fiscal year.



Earnings per common share



Basic net income per common share is based on the weighted average common shares outstanding during the period. Diluted net income per share includes
common stock equivalents, consisting of stock options, which are dilutive to net income per share. For the fiscal years ended July 31, 2004, July 31, 2003 and July 31, 2002, 16,971, 49,043 and 110,060, respectively, shares of common stock options
were excluded from the calculation of diluted income per share because their effect would be antidilutive.



Advertising costs



Costs incurred for producing and communicating advertising are charged to expense as incurred.



Estimates



The preparation of financial statements in conformity with generally
accepted accounting principles 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 significantly from those estimates.



33



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Notes to Consolidated Financial Statements



|2. | RESTATEMENT OF CASH FLOW ACTIVITY
|-- | ---------------------------------



The Company has restated its consolidated statements of cash flow for each of the three years in the period ended July 31, 2004 to present the proceeds
from sales of merchandise as an investing activity rather than an operating activity.



The impact of the restatement on cash flows for the years ended July 31, 2004, 2003 and 2002 was as follows:



|                                            |  |                       |            |             |   |                       |  |             |            |                       |   |             |  |   |            |  |   |          
|------------------------------------------- |  | --------------------- | ---------- | ----------- | - | --------------------- |  | ----------- | ---------- | --------------------- | - | ----------- |  | - | ---------- |  | - | ---------
|                                            |  | 2004                  |            | 2003        |   | 2002                 
|                                            |  | As PreviouslyReported |            | As Restated |   | As PreviouslyReported |  | As Restated |            | As PreviouslyReported |   | As Restated
|Cash flows provided by operating activities |  | $                     | 12,722,041 |             | $ | 11,009,210            |  | $           | 12,112,730 |                       | $ | 10,223,909  |  | $ | 10,210,071 |  | $ | 8,592,365
|Cash flows used in investing activities     |  | $                     | 11,351,982 |             | $ | 9,639,151             |  | $           | 10,940,243 |                       | $ | 9,051,422   |  | $ | 8,600,346  |  | $ | 6,982,640



|3. | ACQUISITIONS AND DISPOSITIONS
|-- | -----------------------------



On September 11, 2001, the Company entered into an asset purchase agreement with Instant Rentals to acquire all the rental contracts with a single store
located in Tennessee for approximately $148,000.



On October
22, 2001, the Company entered into an asset purchase agreement with Zajacs Electronics Service Center, Inc. to acquire all rental contracts associated with a single store located in Alabama for approximately $296,000.



On January 10, 2002, the Company entered into an asset purchase agreement
with Rent-A-Center, Inc. to acquire all rental contracts associated with a single store located in Mississippi for approximately $176,000.



On April 25, 2002, the Company entered into an asset purchase agreement with Showcase TV and Appliance Rental to acquire all the rental contracts with a
single store located in Alabama for approximately $188,000.



On May 30, 2002, the Company entered into an asset purchase agreement with Affordable Rent to Own, Inc. to acquire all the rental contracts with a single store located in Mississippi for approximately $176,000. Additionally, the Company
obtained the store location by assuming the lease agreement.



On April 9, 2004, the Company entered into an asset purchase agreement with Prime Time Rental, Inc. to acquire all the rental agreements of two stores for approximately $51,000.



The acquisitions have been accounted for under the purchase method and, accordingly, the operating results from the acquired
stores are included in the accompanying consolidated statements of operations from the date of acquisition.





34



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Notes to Consolidated Financial Statements



On September 5, 2001, the Company entered into an asset purchase agreement with Rent-A-Center, Inc. to sell all the assets
of one store in North Carolina. The Company received approximately $114,000 in cash for all the assets involved in the daily operation of the store including all rental inventory being rented by customers. Idle inventory was transferred to the
Companys existing store locations. The Company recognized a loss of $10,898 on the sale.



On October 5, 2001, the Company entered into an asset purchase agreement with Value Rental, LLC to sell all the assets of one store in Tennessee. The
Company received approximately $217,000 in cash for all the assets involved in the daily operation of the store including all rental inventory being rented by customers, idle inventory, furniture and fixtures and vehicles. The Company recognized a
gain of $82,022 on the sale.



On December 11, 2001, the
Company entered into an asset purchase agreement with Rent-A-Center, Inc. to sell all the assets of one store in South Carolina. The Company received approximately $187,000 in cash for all the assets involved in the daily operation of the store
including all rental inventory being rented by customers and approximately $25,000 of idle inventory. Remaining idle inventory was transferred to the Companys existing store locations. Additionally, Rent-A-Center obtained the Companys
store location by assuming the lease agreement. The Company recognized a gain of $12,554 on the sale.



On January 10, 2002, the Company entered into an asset purchase agreement with Rent-A-Center, Inc. to sell all the assets of one store in Tennessee. The
Company received approximately $126,000 in cash for all the assets involved in the daily operation of the store including all rental inventory being rented by customers. Idle inventory was transferred to the Companys existing store locations.
The Company recognized a loss of $28,036 on the sale.



On
January 10, 2002, the Company entered into an asset purchase agreement with Aaron Rents, Inc. to sell all the assets of one store in Alabama. The Company received approximately $117,000 in cash for all the assets involved in the daily operation of
the store including all rental inventory being rented by customers. Idle inventory was transferred to the Companys existing store locations. The Company recognized a loss of $10,683 on the sale.



On February 8, 2002, the Company entered into an asset purchase agreement
with Aaron Rents, Inc. to sell all the assets of one store in North Carolina. The Company received approximately $133,000 in cash for all the assets involved in the daily operation of the store including all rental inventory being rented by
customers. Idle inventory was transferred to the Companys existing store locations. The Company recognized a gain of $4,812 on the sale.



On February 12, 2002, the Company entered into an asset purchase agreement with Rent-A-Center, Inc. to sell all the assets of five stores in South
Carolina and one store location in Georgia. The Company received approximately $1,137,000 in cash for all the assets involved in the daily operation of the stores including all rental inventory being rented by customers and approximately $28,000 of
idle inventory. Additionally, Rent-A-Center obtained two of the Companys store locations by assuming the lease agreement. The Company recognized a loss of $137,058 on the sale.



35



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##### Table of Contents

##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Notes to Consolidated Financial Statements



On March 25, 2002, the Company entered into an asset purchase agreement with Aaron Rents, Inc. to sell all the assets of one
store in Tennessee. The Company received approximately $175,000 in cash for all the assets involved in the daily operation of the store including all rental inventory being rented by customers. Idle inventory was transferred to the Companys
existing store locations. The Company recognized a gain of $15,797 on the sale.



|4. | PROPERTY AND EQUIPMENT
|-- | ----------------------



Property and equipment consisted of the following:



|                         |  |          |            |   |      |   |            |  
|------------------------ |  | -------- | ---------- | - | ---- | - | ---------- | -
|                         |  | July 31, |           
|                         |  | 2004     |            |   | 2003 |  
|Building and leaseholds  |  | $        | 3,879,837  |   |      | $ | 3,800,476  |  
|Vehicles                 |  |          | 2,981,325  |   |      |   | 3,261,702  |  
|Furniture and fixtures   |  |          | 972,346    |   |      |   | 1,005,047  |  
|Computer equipment       |  |          | 760,622    |   |      |   | 634,910    |  
|                         |  |          |            |   |      |   |            |  
|                         |  |          | 8,594,130  |   |      |   | 8,702,135  |  
|Accumulated depreciation |  |          | (6,358,145 | ) |      |   | (5,969,337 | )
|                         |  |          |            |   |      |   |            |  
|                         |  | $        | 2,235,985  |   |      | $ | 2,732,798  |  
|                         |  |          |            |   |      |   |            |  



Depreciation expense
for property and equipment was $1,122,085, $1,318,365 and $1,417,979 for 2004, 2003 and 2002, respectively.



36



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Notes to Consolidated Financial Statements



|5. | NOTES PAYABLE
|-- | -------------



Notes payable consists of the following:



|                                                                                                                                                                                                                                                           |  |                      |           |      |   |          
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------- | --------- | ---- | - | ---------
|                                                                                                                                                                                                                                                           |  | Years Ended July 31,
|                                                                                                                                                                                                                                                           |  | 2004                 |           | 2003
|Senior collateralized debt                                                                                                                                                                                                                                 |  |                      |           |      |   |          
|Revolving Credit Loan Agreement dated October 1, 2003, amended February 25, 2004, borrowing limit is $11,500,000, interest payable monthly at prime plus .75%, note matures on May 31, 2006; note
collateralized by substantially all the Companys assets |  | $                    | 5,400,000 |      | $ | 6,400,000
|                                                                                                                                                                                                                                                           |  |                     
|Subordinated debt                                                                                                                                                                                                                                          |  |                      |           |      |   |          
|Note payable to limited partnership and stockholder dated October 26, 2001, amended February 25, 2004, interest paid quarterly at 8% beginning October 1, 1993; note, as amended, matures on May
31, 2006                                                  |  |                      | 3,000,000 |      |   | 3,000,000
|                                                                                                                                                                                                                                                           |  |                     
|Other notes payable                                                                                                                                                                                                                                        |  |                      |           |      |   |          
|Note payable to bank dated April 11, 1994, principal payable monthly, interest payable at 9% per annum; note matures on April 15, 2006; note collateralized by associated real estate                                                                      |  |                      | 33,907    |      |   | 51,299   
|                                                                                                                                                                                                                                                           |  |                      |           |      |   |          
|                                                                                                                                                                                                                                                           |  | $                    | 8,433,907 |      | $ | 9,451,299
|                                                                                                                                                                                                                                                           |  |                      |           |      |   |          



At July 31, 2004 and
2003 the prime rate was 4.25% and 4.00%, respectively.



Under
the terms of the Revolving Credit Loan Agreement, the Company cannot declare or pay any cash dividends.



On October 1, 2003 and February 25, 2004, the Company amended and restated its Revolving Credit Loan Agreement with its lender. In the amendments, the
lender extended the maturity date from May 31, 2004 to May 31, 2006, modified the minimum effective tangible net worth provision, modified the maximum debt-to-effective tangible net worth provision, eliminated the idle inventory covenant, and
modified the interest rate from prime plus 1.50% to prime plus .75%. The amendments added a maximum year-to-date acquisition covenant.



On October 1, 2003 and February 25, 2004, the Company amended the subordinated note payable to a limited partnership, which is a stockholder of the
Company, dated October 26, 2001. The amendments extended the maturity date from May 31, 2004 to May 31, 2006.



37



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Notes to Consolidated Financial Statements



On August 13, 2004, the Company further amended and restated its Revolving Credit Loan Agreement with its lender. In the
amendment, the lender extended the maturity date from May 31, 2006 to May 31, 2007 and modified certain covenants relating to Interest Coverage Ratio and Profitability, as well as increased the aggregate amount for Capital Expenditures and
Acquisitions.



On August 13, 2004, the Company further amended
the subordinated note payable to a limited partnership, which is a stockholder of the Company, dated October 26, 2001. The amendment extended the maturity date from May 31, 2006 to May 31 2007.



At July 31, 2004, the carrying value of the Companys senior
collateralized debt and other notes payable approximated fair value, estimated primarily based on the borrowing rates available to the Company for debt with similar terms and average maturities. It is not practicable to estimate the fair value of
the Companys subordinated debt because it is with a related party.



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



|           |  |   |          
|---------- |  | - | ---------
|2005       |  | $ | 18,860   
|2006       |  |   | 8,415,047
|2007       |  |   |         
|2008       |  |   |         
|2009       |  |   |         
|Thereafter |  |   |         
|           |  |   |          
|           |  | $ | 8,433,907
|           |  |   |          



|6. | INCOME TAXES
|-- | ------------



The provisions for income tax consists of the following for the years ended July 31:



|                           |  |      |         |   |      |   |          |      |  |   |          |  
|-------------------------- |  | ---- | ------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                           |  | 2004 |         |   | 2003 |   |          | 2002 | 
|Current:                   |  |      |         |   |      |   |          |      |  |   |          |  
|Federal                    |  | $    |        |   |      | $ | (163,103 | )    |  | $ | (116,109 | )
|State                      |  |      | 76,078  |   |      |   | 4,811    |      |  |   |         |  
|                           |  |      |         |   |      |   |          |      |  |   |          |  
|                           |  |      | 76,078  |   |      |   | (158,292 | )    |  |   | (116,109 | )
|                           |  |      |         |   |      |   |          |      |  |   |          |  
|Deferred:                  |  |      |         |   |      |   |          |      |  |   |          |  
|Federal                    |  |      | 210,962 |   |      |   | 196,946  |      |  |   | (102,139 | )
|State                      |  |      | (55,672 | ) |      |   | (15,905  | )    |  |   | (4,685   | )
|                           |  |      |         |   |      |   |          |      |  |   |          |  
|                           |  |      | 155,290 |   |      |   | 181,041  |      |  |   | (106,824 | )
|                           |  |      |         |   |      |   |          |      |  |   |          |  
|Total income tax provision |  | $    | 231,368 |   |      | $ | 22,749   |      |  | $ | (222,933 | )
|                           |  |      |         |   |      |   |          |      |  |   |          |  



38



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##### Table of Contents

##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Notes to Consolidated Financial Statements



Significant components of the Companys deferred income tax assets at July 31, 2004 and 2003, respectively, are as
follows:



|                                |  |      |            |   |      |   |            |  
|------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                |  | 2004 |            |   | 2003 |  
|Net operating loss carryforward |  | $    | 1,725,640  |   |      | $ | 1,652,253  |  
|Property and equipment          |  |      | 818,355    |   |      |   | 715,056    |  
|Intangible assets               |  |      | 313,585    |   |      |   | 356,591    |  
|Accrued expenses                |  |      | 211,104    |   |      |   | 101,405    |  
|                                |  |      |            |   |      |   |            |  
|Total deferred tax assets       |  |      | 3,068,684  |   |      |   | 2,825,305  |  
|                                |  |     
|Rental merchandise              |  |      | (2,920,452 | ) |      |   | (2,523,271 | )
|                                |  |      |            |   |      |   |            |  
|Total deferred tax liabilities  |  |      | (2,920,452 | ) |      |   | (2,523,271 | )
|                                |  |      |            |   |      |   |            |  
|Net deferred tax asset          |  | $    | 148,232    |   |      | $ | 302,034    |  
|                                |  |      |            |   |      |   |            |  



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 following is the reconciliation of the U.S. statutory tax rate to the Companys effective tax rate for the years
ended July 31:



|                                                              |  |      |         |      |   |        |      |  |   |          |  
|------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------ | ---- |  | - | -------- | -
|                                                              |  | 2004 |         | 2003 |   |        | 2002 | 
|Federal income tax expense (benefit) at statutory rate of 34% |  | $    | 203,037 |      | $ | 24,421 |      |  | $ | (280,270 | )
|Goodwill amortization                                         |  |      |        |      |   |       |      |  |   | 58,117   |  
|State income tax                                              |  |      | 13,468  |      |   | (7,322 | )    |  |   | (3,092   | )
|Other                                                         |  |      | 14,863  |      |   | 5,650  |      |  |   | 2,312    |  
|                                                              |  |      |         |      |   |        |      |  |   |          |  
|Provision for income tax expense (benefit)                    |  | $    | 231,368 |      | $ | 22,749 |      |  | $ | (222,933 | )
|                                                              |  |      |         |      |   |        |      |  |   |          |  



At July 31, 2004, the
Company has a Federal net operating loss carryforward of approximately $4,924,865 expiring from 2006 to 2023. The Company has State net operating loss carryforwards totaling $788,702 which expires from 2017 to 2019. Utilization of the U.S. federal
net operating loss carryforwards may be limited by the separate return loss year rules and could be affected by ownership changes which could occur in the future.



|7. | RELATED PARTY TRANSACTIONS
|-- | --------------------------



Interest expense relating to notes payable to affiliates amounted to $244,001, $243,335 and $242,668 for the years ended July 31, 2004, 2003 and 2002,
respectively.



As of July 31, 2002, the Company had advanced
$1,000,000 to the President and Chief Executive Officer in the form of a promissory note (the Note). The Note matures on January 1, 2008 and bears interest at the lesser of i) the Applicable Federal Rate or ii) the maximum nonusurious
rate as



39



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##### Table of Contents

##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Notes to Consolidated Financial Statements



defined in the Note. Per the terms of the Note, the Company will forgive one-fifth of the principal and all related accrued
interest on December 31 of each year beginning in 2003 through 2007. If the President and Chief Executive Officers employment is terminated with cause by the Company or without good reason by the President and Chief Executive Officer all
outstanding unearned principal and accrued interest must be repaid. As of July 31, 2004, $683,333 of the Note remained outstanding.



|8. | 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. In fiscal year 2003, the Company began the replacement of certain older fully depreciated delivery vehicles with leased delivery vehicles. Future minimum lease obligations under noncancelable operating leases for the Company at
July 31, 2004 are as follows:



|           |  |   |          
|---------- |  | - | ---------
|2005       |  | $ | 2,435,549
|2006       |  |   | 2,071,474
|2007       |  |   | 1,610,159
|2008       |  |   | 1,285,935
|2009       |  |   | 661,234  
|Thereafter |  |   | 263,784  
|           |  |   |          
|           |  | $ | 8,328,135
|           |  |   |          



|9. | GUARANTEES
|-- | ----------



The Company adopted FIN 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others, during 2003, which required the prospective recognition and measurement of certain guarantees and indemnifications. Accordingly, any contractual guarantees or indemnifications the Company has issued or modified subsequent to December 31,
2002 are subject to evaluation. If required, a liability for the fair value of the obligation undertaken will be recognized.



The Company has guarantees under certain operating leases, amounting to $424,740 as of July 31, 2004, for the residual values of vehicles at the end of
the respective operating lease periods. Under these leases, if the fair market value of the leased asset at the end of the lease term is less than an agreed-upon value as set forth in the related operating lease agreement, the Company will be
responsible to the lessor for the amount of such deficiency. Based upon the expectation that none of these leased assets will have a residual value at the end of the lease term that is materially less than the value specified in the related
operating lease agreement, the Company does not believe it is probable that it will be required to fund any amounts under the terms of these arrangements. Accordingly, no accruals have been recognized for these guarantees.



|10. | SUPPLEMENTAL DATA TO STATEMENT OF CASH FLOWS
|--- | --------------------------------------------



Cash interest payments for the years ended July 31, 2004, 2003 and 2002 are $545,986, $694,185 and $793,766, respectively. Cash tax payments for the years
ended July 31, 2004, 2003 and 2002 are $6,292, $734 and $89,874, respectively.



40



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##### Table of Contents

##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Notes to Consolidated Financial Statements



|11. | 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 385,000 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 such exercise can not at
any time be less than 25 shares unless the remaining shares that have become so purchasable are less than 25 shares.



All options granted to the employees have an exercise price no less than the fair market value of the stock at grant date. The options vest under one of
the following conditions: (i) one-third each year, beginning on the first anniversary of the date of grant, (ii) one-half each year, beginning on the first anniversary of the date of grant, or (iii) one-fourth each year, beginning on the first
anniversary of the date of grant. Options granted under the Plan expire in 10 years from the date of grant.



A summary of the status of the Companys stock options as of July 31, 2004, 2003 and 2002 and the changes during the year ended on those dates is
presented below:



|                                               |  |                           |  |                               |       |                           |         |                               |   |                           |  |                                  |  |   |     
|---------------------------------------------- |  | ------------------------- |  | ----------------------------- | ----- | ------------------------- | ------- | ----------------------------- | - | ------------------------- |  | -------------------------------- |  | - | ----
|                                               |  | Stock Options            
|                                               |  | 2004                      |  | 2003                          |       | 2002                     
|                                               |  | # SharesUnderlyingOptions |  | WeightedAverageExercisePrices |       | # SharesUnderlyingOptions |         | WeightedAverageExercisePrices |   | # SharesUnderlyingOptions |  | Weighted Average Exercise Prices
|Outstanding at beginning of year               |  | 276,995                   |  | $                             | 6.46  |                           | 200,590 |                               | $ | 4.70                      |  | 191,890                          |  | $ | 5.47
|Granted                                        |  | 20,000                    |  | $                             | 14.29 |                           | 126,505 |                               | $ | 9.08                      |  | 106,000                          |  | $ | 4.02
|Exercised                                      |  | 5,100                     |  | $                             | 6.65  |                           | 25,600  |                               | $ | 5.59                      |  |                                 |  |   | N/A 
|Forfeited                                      |  | 11,750                    |  | $                             | 10.19 |                           | 24,500  |                               | $ | 5.78                      |  | 97,300                           |  | $ | 5.48
|Outstanding at end of year                     |  | 280,145                   |  | $                             | 6.86  |                           | 276,995 |                               | $ | 6.46                      |  | 200,590                          |  | $ | 4.70
|Exercisable at end of year                     |  | 127,453                   |  | $                             | 5.39  |                           | 92,385  |                               | $ | 5.52                      |  | 90,115                           |  | $ | 5.36
|Available for grant at end of year             |  | 64,955                    |  |                               |      |                           | 73,205  |                               |   |                          |  | 75,210                           |  |   |    
|Weighted average fair value of options granted |  |                           |  | $                             | 12.74 |                           |         |                               | $ | 5.51                      |  |                                  |  | $ | 1.85



41



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##### Table of Contents

##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Notes to Consolidated Financial Statements



The following table summarizes information about stock options outstanding at July 31, 2004:



|                 |  |                     |  |                                           |  |                                |       |                   |         |                                 |   |      
|---------------- |  | ------------------- |  | ----------------------------------------- |  | ------------------------------ | ----- | ----------------- | ------- | ------------------------------- | - | -----
|                 |  | Options Outstanding |  | Options Exercisable                      
|Exercise Price   |  | Number of Options   |  | WeightedAverage RemainingContractual Life |  | Weighted AverageExercise Price |       | Number of options |         | Weighted Average Exercise Price
|$4.00 to $7.00   |  | 154,140             |  | 6.87 years                                |  | $                              | 4.46  |                   | 114,953 |                                 | $ | 4.62 
|$7.95 to $8.81   |  | 92,505              |  | 8.40 years                                |  | $                              | 8.16  |                   | 4,500   |                                 | $ | 8.81 
|$13.50 to $16.50 |  | 28,000              |  | 9.04 years                                |  | $                              | 14.51 |                   | 8,000   |                                 | $ | 14.50
|                 |  |                     |  |                                           |  |                                |       |                   |         |                                 |   |      
|$4.00 to $16.50  |  | 280,145             |  | 7.65 years                                |  | $                              | 6.86  |                   | 127,453 |                                 | $ | 5.39 
|                 |  |                     |  |                                           |  |                                |       |                   |         |                                 |   |      



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. For the year ended July 31, 2004, 2003 and 2002, the Company contributed approximately $104,000, $81,000 and
$105,000, respectively, to the Savings Plan. All assets of the Savings Plan are held in trust.



|12. | LEGAL CONTINGENCIES
|--- | -------------------



In July 2003, the County Court of the Second Judicial District of Bolivar County, Mississippi entered final judgment against the Company in a lawsuit
brought by a former lessor. The lessor alleged that the Company had breached the terms and conditions of a lease agreement for a store location in Mississippi when the Company vacated the premises and failed to properly notify the lessor of its
intentions not to exercise an option extending the original lease term. The judgment against the Company was for approximately $70,000, including attorney fees. The Company has appealed the judgment, filed brief and record excerpts, challenged late
filings of the lessor and was denied a request to render judgment in favor of the Company. While the Company believes that it has a meritorious defense to the plaintiffs claims, the Company has accrued the $70,000 judgment.



In December 2001, the Company settled a lawsuit brought by approximately
fifteen plaintiffs in the Billings Division of the United States District Court for the State of Montana who have asserted claims against a number of defendants, including the Company, who were involved in the production of oil and gas or who owned
oil and gas facilities in Montana. Plaintiffs alleged that the Company is the successor in interest to Amarco Resources Corporation, which, in the past, owned interests in two wells in the oil field. One of these wells is an alleged source of
contamination of groundwater. The settlement was for approximately $130,000, including attorneys fees.



42



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Notes to Consolidated Financial Statements



The Company is subject to various other 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.



|13. | QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
|--- | -------------------------------------------



The following table represents certain unaudited financial information for the periods indicated:



|                                    |  |            |           |   |            |   |           |          |  |         |           |  |   |          
|----------------------------------- |  | ---------- | --------- | - | ---------- | - | --------- | -------- |  | ------- | --------- |  | - | ---------
|                                    |  | October 31 |           |   | January 31 |   |           | April 30 |  | July 31
|Year ended July 31, 2004            |  |            |           |   |            |   |           |          |  |         |           |  |   |          
|Revenue                             |  | $          | 9,059,027 |   |            | $ | 9,564,193 |          |  | $       | 9,447,879 |  | $ | 9,845,031
|Cost and operating expenses         |  |            | 8,955,653 |   |            |   | 9,309,052 |          |  |         | 9,306,838 |  |   | 9,747,418
|                                    |  |            |           |   |            |   |           |          |  |         |           |  |   |          
|Income before income taxes          |  |            | 103,374   |   |            |   | 255,141   |          |  |         | 141,041   |  |   | 97,613   
|                                    |  |            |           |   |            |   |           |          |  |         |           |  |   |          
|Income tax expense                  |  |            | 38,869    |   |            |   | 95,933    |          |  |         | 53,031    |  |   | 43,535   
|                                    |  |            |           |   |            |   |           |          |  |         |           |  |   |          
|Net income                          |  |            | 64,505    |   |            |   | 159,208   |          |  |         | 88,010    |  |   | 54,078   
|                                    |  |            |           |   |            |   |           |          |  |         |           |  |   |          
|Basic net income per share          |  | $          | 0.04      |   |            | $ | 0.09      |          |  | $       | 0.05      |  | $ | 0.04     
|                                    |  |            |           |   |            |   |           |          |  |         |           |  |   |          
|Diluted net income per share        |  | $          | 0.04      |   |            | $ | 0.09      |          |  | $       | 0.05      |  | $ | 0.02     
|                                    |  |            |           |   |            |   |           |          |  |         |           |  |   |          
|Year ended July 31, 2003            |  |            |           |   |            |   |           |          |  |         |           |  |   |          
|Revenue                             |  | $          | 8,272,962 |   |            | $ | 8,894,260 |          |  | $       | 9,213,864 |  | $ | 9,125,742
|Cost and operating expenses         |  |            | 8,593,876 |   |            |   | 8,884,355 |          |  |         | 8,978,120 |  |   | 8,980,140
|                                    |  |            |           |   |            |   |           |          |  |         |           |  |   |          
|Income (loss) before income taxes   |  |            | (320,914  | ) |            |   | 9,905     |          |  |         | 235,744   |  |   | 145,602  
|                                    |  |            |           |   |            |   |           |          |  |         |           |  |   |          
|Income tax expense (benefit)        |  |            | (84,224   | ) |            |   | (32,714   | )        |  |         | 88,638    |  |   | 51,049   
|                                    |  |            |           |   |            |   |           |          |  |         |           |  |   |          
|Net income (loss)                   |  |            | (236,690  | ) |            |   | 42,619    |          |  |         | 147,106   |  |   | 94,553   
|                                    |  |            |           |   |            |   |           |          |  |         |           |  |   |          
|Basic net income (loss) per share   |  | $          | (0.14     | ) |            | $ | 0.03      |          |  | $       | 0.09      |  | $ | 0.06     
|                                    |  |            |           |   |            |   |           |          |  |         |           |  |   |          
|Diluted net income (loss) per share |  | $          | (0.14     | ) |            | $ | 0.02      |          |  | $       | 0.08      |  | $ | 0.05     
|                                    |  |            |           |   |            |   |           |          |  |         |           |  |   |          



43



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None.



ITEM 9A. CONTROLS AND PROCEDURES



The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act) that are designed to provide reasonable assurance
that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions
rules and forms, and that such information is accumulated and communicated to the Companys management to allow timely decisions regarding required financial disclosures. Because of inherent limitations, disclosure controls and procedures, no
matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.



The Companys management, including the Companys principal executive officer and principal financial officer,
conducted an evaluation of the effectiveness of the Companys design and operation of its disclosure controls and procedures as of the end of the period covered by this Form 10-K/A. The evaluation included consideration of facts and
circumstances surrounding corrections of presentations of the Companys cash flow activities. These corrections resulted in the restatement of the Companys consolidated financial statements as of July 31, 2004, 2003 and 2002, as described
in Note 2 of the consolidated financial statements included in Item 8 of the Form 10-K/A. As a result of the restatements and the related material weakness discussed below, the principal executive officer and the principal financial officer
concluded that, as of July 31, 2004, the Companys disclosure controls and procedures were not effective at a reasonable level of assurance. Notwithstanding this material weakness discussed below, the Companys management has concluded
that the restated consolidated financial statements included in this report present fairly, in all material respects the Companys financial position and results of operations and cash flows for the periods presented in conformity with
generally accepted accounting principles.



A material weakness
is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As of July 31, 2004, the
Companys controls over assessment of cash flow activities were ineffective to ensure that cash flow activities were presented in accordance with generally accepted accounting principles. Specifically, the Company presented cash flows from
sales of rental merchandise as an operating activity rather than an investing activity, which resulted in restatements of the Companys consolidated financial statements for the years ended July 31, 2004, 2003 and 2002.



Additionally, if the control deficiency is not remediated, it could result in
a misstatement of the aforementioned financial statement accounts and disclosures that would result in a material misstatement to annual or interim financial statements that would not be prevented or detected. Accordingly, management of the Company
has concluded that this control deficiency constitutes a material weakness and effective internal control over financial reporting was not maintained as of July 31, 2004.



Changes in Internal Control over Financial Reporting



In the first quarter of 2005, the Company remediated the material weakness in internal control over financial reporting. The
Company implemented controls to ensure that all cash flow activities are assessed in accordance with Statement of Financial Accounting Standards No. 95 Statement of Cash Flows.



Other than the foregoing, there have been no changes in the Companys
internal control over financial reporting that occurred since July 31, 2004 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.





ITEM 9B. OTHER INFORMATION



None



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 2004, 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 2004, and is incorporated herein by reference.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The information required will be contained in the Companys Proxy Statement for the Annual Meeting of Shareholders for 2004, and is incorporated
herein by reference.



44



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



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 2004, and is incorporated herein by reference.



ITEM 14. PRINCIPAL AND ACCOUNTANT FEES AND SERVICES



The information required will be contained in the Companys Proxy Statement for the Annual Meeting of Shareholders for 2004, and is incorporated herein by reference.



45



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##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



PART IV



ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS



| | (a) | The following consolidated financial statements of Bestway, Inc. are included in Part II, Item 8:
| | --- | -------------------------------------------------------------------------------------------------



Report of Independent Auditors

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Cash Flows

Consolidated Statements of Stockholders Equity

Notes to Consolidated Financial Statements





46



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|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



Exhibits



|              |  |                                                                                                                                                                                                                                       
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Document                                                                                                                                                                                                                              
|3.1           |  | Amended and Restated Certificate of Incorporation of Bestway, incorporated by reference to Bestways Current Report on Form 8-K, filed September 2, 1993.                                                                             
|              | 
|3.2           |  | Restated and Amended Bylaws of Bestway, incorporated by reference to Bestways Annual Report on Form 10-K, for the year ended December 31, 1984.                                                                                      
|              | 
|3.3           |  | Amendment No. 1 to the Restated and Amended Bylaws of Bestway, incorporated by reference to Bestways Annual Report on Form 10-K, for the year ended July 31, 2003.                                                                   
|              | 
|4.1           |  | Specimen stock certificate representing shares of Bestways common stock, incorporated by reference to Bestways Registration Statement on Form S-8, filed June 22,
1995.                                                             
|              | 
|10.1          |  | Incentive Stock Option Plan of Bestway, incorporated by reference to Bestways Registration Statement on Form S-8, filed June 22, 1995.                                                                                               
|              | 
|10.2          |  | Form of Incentive Stock Option Agreement pursuant to Incentive Stock Option Plan, incorporated by reference to Bestways Registration Statement on Form S-8, filed June 22,
1995.                                                     
|              | 
|10.3          |  | Second Amended and Restated Revolving Credit Loan dated October 1, 2003, by and between Bestway and Comerica Bank-Texas, incorporated by reference to Bestways Current Report on Form 8-K
filed October 3, 2003.                     
|              | 
|10.4          |  | Second Amended and Restated Promissory Note, dated October 26, 2001, by Bestway in favor of ODonnell & Masur, L.P., incorporated by reference to Bestways Annual Report on Form
10-K, for the year ended July 31, 2003.             
|              | 
|10.5          |  | Extension Agreement for the Second Amended and Restated Promissory Note, dated October 1, 2003, between ODonnell & Masur, L.P. and Bestway, incorporated by reference in
Bestways Current Report on Form 8-K, filed October 3, 2003.
|              | 
|10.6          |  | Amendment Number One to Bestway Incentive Stock Option Plan, dated December 4, 2000, incorporated by reference to Bestways Annual Report on Form 10-K for the year ended July 31,
2001.                                              
|              | 
|10.7          |  | Amendment Number Two to Bestway Incentive Stock Option Plan, dated November 26, 2002, incorporated by reference to Bestways Registration Statement on Form S-8, filed March 20,
2003.                                                
|              | 
|10.8          |  | Employment Agreement, dated July 8, 2002, between Bestway and David A. Kraemer, incorporated by reference to Bestways Annual Report on Form 10-K for the year ended July 31,
2002.                                                   
|              | 
|10.9          |  | Severance Agreement, dated July 22, 2002, between Bestway and Teresa A. Sheffield, incorporated by reference to Bestways Annual Report on Form 10-K for the year ended July 31,
2002.                                                
|              | 
|21*           |  | Subsidiaries                                                                                                                                                                                                                          
|              | 
|23*           |  | Consent of PricewaterhouseCoopers LLP                                                                                                                                                                                                 
|              | 
|31.1*         |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                   
|              | 
|31.2*         |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                   
|              | 
|32.1*         |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                   
|              | 
|32.2*         |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                   

---

|* | Filed herewith
|- | --------------



47



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##### Table of Contents

##### Index to Financial Statements

|              |  |            
|------------- |  | -----------
|Bestway, Inc. |  | FORM 10-K/A



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.                        
|               | 
|April 15, 2005 |  | /s/ David A. Kraemer                 
|               |  | President and Chief Executive Officer
|               |  | (principal 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 15thday of April 2005.



|                                               |  |                                                                                   
|---------------------------------------------- |  | ----------------------------------------------------------------------------------
|Signature                                      |  | Title                                                                             
|/s/ R. Brooks ReedR. BROOKS REED               |  | Chairman of the Board of Directors                                                
|                                               | 
|/s/ Jack E. MeyerJACK E. MEYER                 |  | Director                                                                          
|                                               | 
|/s/ James A. ODonnellJAMES A. ODONNELL       |  | Director                                                                          
|                                               | 
|/s/ Bernard J. HinterlongBERNARD J. HINTERLONG |  | Director                                                                          
|                                               | 
|/s/ David A. KraemerDAVID A. KRAEMER           |  | Director, President and Chief Executive Officer (principal executive officer)     
|                                               | 
|/s/ Beth A. DurrettBETH A. DURRETT             |  | Chief Financial Officer and Secretary (principal financial and accounting officer)



48