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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Amendment No. 1

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



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.



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EXPLANATORY NOTE



This Amendment No. 1 on Form 10-K/A amends the Registrants Annual Report on Form 10-K for the fiscal year ended July
31, 2004, as filed with the Securities and Exchange Commission on October 25, 2004, and is being filed solely to revise the signature page to clarify that (i) the Registrants President and Chief Executive Officer is its principal executive
officer and (ii) the Registrants Chief Financial Officer and Secretary is both its principal financial officer and principal accounting officer. Except for such signature page, no other information contained in our Form 10-K for the year ended
July 31, 2004 has been updated or amended.



Item 15. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



The
following documents are being filed as a part of this report on Form 10-K/A:



|              |  |                                                                                                    
|------------- |  | ---------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                        
|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.



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|              |  |          
|------------- |  | ---------
|Bestway, Inc. |  | Form 10-K



SIGNATURES



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



|                  |  |                                                                    
|----------------- |  | -------------------------------------------------------------------
|                  |  | BESTWAY, INC.                                                      
|                  | 
|December 30, 2004 |  | /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 30thday of December 2004.



|                                               |  |                                                                                   
|---------------------------------------------- |  | ----------------------------------------------------------------------------------
|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)