**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10−QSB**


(Mark
      One)


**x QUARTERLY
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**





For
      the
      quarterly period ended: February 28, 2006





**o TRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**





For
      the
      transition period from ____________ to _____________




**Commission
      File No. 0-51437**





**BESTWAY
                COACH EXPRESS
                INC.**(Exact
                name of small business issuer as
                specified in its charter)




NEW
                YORK
            
            13-3961159(State
                or other jurisdiction of
            
            (I.R.S.
                Empl. Ident. No.)incorporation
                or organization)




2
                  Mott Street, 7thFloor, New York, New York 10013(Address
                  of Principal Executive
                  Offices)




(212)
                608-8988(Registrant’s
                Telephone Number, Including Area
                Code)




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x No o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).   Yes o No
x





The
      numbers of shares outstanding of each of the issuer’s classes of common equity,
      as of April 19, 2006, are as follows:




Class
                  of Securities
              
              Shares
                  OutstandingCommon
                  Stock, $0.001 par value
              
              13,680,000





Transitional
      Small Business Disclosure Format (check one): Yes o Nox








**BESTWAY
      COACH EXPRESS INC.**


**BALANCE
      SHEET**


**As
        of February 28, 2006**
 **(UNAUDITED)**




Assets





Current
                assetsCash
                and cash equivalents
            
            $
            2,479Trade
                accounts receivable, net
            
            
            245,593Fuel
                tax receivable
            
            
            76,322Inventories
            
            
            123,443Prepaid
                expenses
            
            
            33,660Total
                current assets
            
            
            481,497Property
                and equipmentTotal
                property and equipment
            
            
            8,848,737Less:
                accumulated depreciation and amortization
            
            
            (2,743,709
            )Property
                and equipment, net
            
            
            6,105,028Other
                assetsDeposits
                and other assets
            
            
            9,418Total
                other assets
            
            
            9,418Total
                assets
            
            $
            6,595,943Liabilities
                and Stockholders’ DeficitCurrent
                liabilitiesChecks
                drawn in excess of bank balance
            
            $
            90,267Current
                portion of notes payable - banks
            
            
            73,728Current
                portion - motorcoach financing
            
            
            410,189Current
                maturities of capitalized lease obligations
            
            
            745,365Notes
                payable - related parties
            
            
            210,485Notes
                payable - banks and credit card companies
            
            
            377,965Accounts
                payable
            
            
            232,866Payroll
                taxes payable
            
            
            393,840Accrued
                expenses
            
            
            161,733Customer
                deposits
            
            
            1,880Accrued
                salaries - officers
            
            
            966,250Total
                current liabilities
            
            
            3,664,568Long-term
                liabilitiesCapitalized
                lease obligations, net ofcurrent
                maturities & deferred refinance costs
            
            
            596,374Notes
                payable - banks
            
            
            263,518Motorcoach
                financing, net ofcurrent
                maturities & deferred guarantee costs
            
            
            3,393,619Due
                to stockholder
            
            
            33,280Total
                long-term liabilities
            
            
            4,286,791Total
                liabilities
            
            
            7,951,359Stockholders’
                deficitCommon
                stock, $.001 par value, 20,000,000 shares
              authorized,
                13,700,000 shares issued, 13,680,000shares
                outstanding
            
            
            13,700Additional
                paid-in-capital
            
            
            625,800Retained
                deficit
            
            
            (1,992,916
            )Total
                paid-in capital and retained deficit
            
            
            (1,353,416
            )Less:
                Cost of treasury stock (20,000 shares)
            
            
            (2,000
            )Total
                stockholders' deficit
            
            
            (1,355,416
            )Total
                liabilities and stockholders’ deficit
            
            $
            6,595,943


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




2


**BESTWAY
      COACH EXPRESS INC.**


**STATEMENTS
      OF OPERATIONS**


**(UNAUDITED)**




For
                the three monthsended
                February 28,2006
            
            2005Revenues
            
            $
            1,513,547
            
            $
            1,307,270Operating
                expenses
            
            
            1,334,330
            
            
            1,169,540Gross
                profit
            
            
            179,217
            
            
            137,730General
                and administrative expenses
            
            
            260,333
            
            
            119,194Income
                (loss) from operations
            
            
            (81,116
            )
            
            18,536Other
                income (expense)Interest
                income
            
            
            28
            
            
            7,664Other
                income
            
            
            -
            
            
            392Interest
                expense
            
            
            (121,034
            )
            
            (114,552
            )Totalother income (expense)
            
            
            (121,006
            )
            
            (106,496
            )Loss
                before provision for taxes
            
            
            (202,122
            )
            
            (87,960
            )Provision
                for income tax benefit
            
            
            78,700
            
            
            35,184Net
                loss
            
            $
            (123,422
            )
            $
            (52,776
            )Loss
                per share - basic and diluted
            
            $
            (.01
            )
            $
            (.00
            )Weighted
                average number of shares used todetermine
                loss per share
            
            
            13,680,000
            
            
            11,700,000




3




**BESTWAY
      COACH EXPRESS INC.**


**STATEMENTS
      OF CASH FLOWS**


**(UNAUDITED)**


For
                the three months
              ended
                February 28,2006
            
            2005Cash
                flows from operating activities:Net
                income (loss)
            
            $
            (123,422
            )
            $
            (52,776
            )Adjustment
                to reconcile net income (loss) to net cashprovided
                by (used in) operating activities:Depreciation
                and amortization - fixed assets
            
            
            140,329
            
            
            137,665Amortization
                of deferred guarantee and refinance costs
            
            
            8,940
            
            
            -Deferred
                income taxes
            
            
            (78,700
            )
            
            (35,184
            )Changes
                in operating assets and liabilities:Trade
                accounts receivable, net
            
            
            (68,140
            )
            
            (144,281
            )Fuel
                tax receivable
            
            
            3,836
            
            
            42,337Insurance
                proceeds receivable
            
            
            -
            
            
            117,605Inventories
            
            
            (1,363
            )
            
            -Prepaid
                expenses
            
            
            67,810
            
            
            18,731Due
                from related company
            
            
            -
            
            
            (4,761
            )Deposits
                and other assets
            
            
            (1,460
            )
            
            (4,847
            )Accounts
                payable
            
            
            (3,959
            )
            
            (181,011
            )Payable
                to banks and credit card companies
            
            
            83,219
            
            
            43,281Payroll
                taxes payable
            
            
            81,010
            
            
            -Accrued
                expenses
            
            
            (55,348
            )
            
            -Customer
                deposits
            
            
            30
            
            
            -Accrued
                salaries - officers
            
            
            34,250
            
            
            -Net
                cash provided by (used in) operating activities
            
            
            87,032
            
            
            (63,241
            )Cash
                flows from investing activities:Purchase
                of property and equipment
            
            
            -
            
            
            (6,213
            )Net
                cash used in investing activities
            
            
            -
            
            
            (6,213
            )Cash
                flows from financing activities:Checks
                drawn in excess of bank balance
            
            
            54,468
            
            
            41,283Principle
                payments on note payable - banks
            
            
            (15,666
            )
            
            (14,623
            )Proceeds
                from notes payable - related parties
            
            
            91,959
            
            
            20,541Payment
                of notes payable - related parties
            
            
            (89,486
            )
            
            (36,455
            )Proceeds
                received from due to stockholder
            
            
            6,720
            
            
            -Payment
                of due to stockholder
            
            
            (17,009
            )
            
            (22,995
            )Principal
                payments on motorcoach financing
            
            
            (46,782
            )
            
            -Repayment
                of capitalized lease obligations
            
            
            (76,463
            )
            
            (174,773
            )Net
                cash used in financing activities
            
            
            (92,259
            )
            
            (187,022
            )Net
                increase (decrease) in cash and cash equivalents
            
            
            (5,227
            )
            
            (256,476
            )Cash
                and cash equivalents - beginning of period
            
            
            7,706
            
            
            258,451Cash
                and cash equivalents - end of period
            
            $
            2,479
            
            $
            1,975**Supplemental
                Information:**Cash
                paid for interest
            
            $
            112,157
            
            $
            114,552Cash
                paid for income taxes
            
            $
            -
            
            $
            -


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




4


**BESTWAY
      COACH EXPRESS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**THREE
      MONTHS ENDED FEBRUARY 28, 2006 AND 2005**


**(UNAUDITED)**


GENERAL:





The
      financial statements of Bestway Coach Express, Inc. included herein, have been
      prepared pursuant to the rules and regulations of the Securities and Exchange
      Commission and in accordance with accounting principles generally accepted
      in
      the United States of America.





1.  CONDENSED
      INTERIM FINANCIAL STATEMENTS





The
      accompanying financial statements have been prepared by Bestway Coach Express,
      Inc. without audit pursuant to the rules and regulations of the Securities
      and
      Exchange Commission. Certain information and footnote disclosures normally
      included in financial statements prepared in accordance with generally accepted
      accounting principles have been condensed or omitted as allowed by such rules
      and regulations, and management believes that the disclosures are adequate
      to
      make the information presented not misleading. These financial statements
      include all of the adjustments that, in the opinion of management, are necessary
      for a fair presentation of financial position and results of operations. All
      such adjustments are of a normal and recurring nature. The results of operations
      presented in the accompanying condensed financial statements for the period
      ended February 28, 2006, are not necessarily indicative of the operating results
      that may be expected for the full year ending November 30, 2006. These
      statements should be read in conjunction with the Company’s most recent annual
      financial statements for the year ended November 30, 2005, included in Form
      10-KSB filed with the U.S. Securities and Exchange Commission.





2.  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





BUSINESS
      ACTIVITY





Bestway
      Coach Express, Inc. (the “Company”) was incorporated on August 4, 1997, in New
      York State. The Company provides motorcoach transportation services. The
      majority of the Company’s revenues is derived from contracts with casinos to
      provide transportation services between Atlantic City, New Jersey, Connecticut,
      and New York City. The Company also provides charter services that are arranged
      by various tour agencies and via direct mail marketing campaigns directed at
      local schools, churches and civic associations.





The
      Company’s operations include a leased terminal and maintenance facility in
      Brooklyn, NY, a leased terminal in Long Island, NY, and a leased administrative
      office in New York City. The Company is subject to regulation by the Department
      of Transportation (the “DOT”) and certain state regulations. The Surface
      Transportation Board and the Federal Highway Administration (the “FHWA”) can
      impose civil penalties upon companies for violations of applicable regulatory
      requirements. The FHWA may suspend, amend or revoke a company’s motorcoach
      operator’s registration for an operator’s substantial failure to comply with
      applicable regulations. Management believes that it has conducted its operations
      in substantial compliance with applicable regulations and does not believe
      that
      ongoing compliance with such regulations will require the Company to make
      substantial capital expenditures.





Of
      the
      Company’s fleet of 23
      motorcoaches, 12 are financed via long-term capitalized leases for a term of
      seven years. The Company considers a motorcoach to be a “late model vehicle”
during its first seven years of operations. During 2005, the Company purchased
      11 new motorcoaches, which are financed via a note payable with a term of seven
      years. ****





5


**BESTWAY
      COACH EXPRESS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**THREE
      MONTHS ENDED FEBRUARY 28, 2006 AND 2005**


**(UNAUDITED)**





2.  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





BUSINESS
      ACTIVITY (Continued)





The
      Company’s current liabilities exceeded  its
      current assets by $3,183,071 at February
      28, 2006. Continuing losses could endanger the Company’s viability as a going concern. However, management anticipates that
      revenues generated in 2006 will provide enough working capital to fund all
      operations for 2006. In addition to increasing rates charged to customers,
      the
      Company has also launched a new service that is expected to dramatically
      increase revenues. The Company does not expect to incur the same non-cash losses
      in 2006 as it did in 2005, and may defer payment of officers’ salaries and other
      related party liabilities in order to achieve cash flows from operations that
      will sustain the Company through 2006. Repairs and interest costs are also
      expected to decrease as a result of obtaining new motorcoaches.





In
      February 2006, the Company launched a new interstate commuter service. The
      Company now provides scheduled motorcoach service from a midtown location in
      New
      York City near Penn Station to a location in Philadelphia. During the first
      month of operations, the new interstate commuter services generated
      approximately $35,000 in revenues and incurred approximately $113,000 in
      expenses. The Company expects the revenues from the interstate commuter services
      to increase and the expenses to decrease until the service is normalized. The
      Company estimates that its average monthly revenues and expenses from this
      service during fiscal year 2006 will be $190,000 and $142,000, respectively.





CASH
      AND
      CASH EQUIVALENTS





The
      Company considers all highly liquid investments with an original maturity date
      of three months or less when purchased to be cash equivalents.





INVENTORIES





Inventories
      consist of motorcoach replacement parts and diesel fuel. Inventory cost is
      stated at the lower of cost or market with costs determined using the average
      cost method.





PROPERTY
      AND EQUIPMENT





Property
      and equipment, including capitalized leases, are recorded at cost. Depreciation
      is recorded over the estimated useful lives of five (5) to ten (10) years.
      The
      Company principally uses the straight-line method of depreciation for financial
      reporting purposes and accelerated methods and useful lives for tax reporting
      purposes. Maintenance costs are expensed as incurred, and renewals and
      betterments are capitalized. The Company’s management continually evaluates
      whether circumstances have occurred that indicate that the remaining estimated
      useful lives of property and equipment may warrant revision or that the
      remaining balance may no longer be recoverable. Currently, management believes
      no impairment losses need to be recorded based on this evaluation.




6


**BESTWAY
      COACH EXPRESS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**THREE
      MONTHS ENDED FEBRUARY 28, 2006 AND 2005**


**(UNAUDITED)**





2.  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





CONCENTRATION
      OF CREDIT RISK





The
      Company provides services within the New York City, New Jersey and Connecticut
      metropolitan areas. The Company’s accounts receivable consist primarily of
      receivables from casinos and various tour agencies. Management performs ongoing
      credit evaluations on customers and provides allowances for bad debts when
      considered necessary.





REVENUE
      RECOGNITION





Motorcoach
      revenues are derived from fees charged under contracts and other arrangements
      for motorcoach services. Services are provided both on a contracted and per
      seat
      basis. For contracted services, a rate is assessed that is generally on a daily
      or per mile basis, not dependent on passenger load factors. Fares for per seat
      services are usually determined by the Company and payment is received from
      individual passengers or through an independent commissioned agent. Currently,
      most of the Company’s revenues are derived through contracted
      services.





The
      financial statements are prepared based on the accrual method of accounting. The
      Company recognizes revenue when the service is provided. A liability for
      receipts from services sold but not yet earned is recorded as unredeemed
      services and included under the caption “Customer deposits” on the balance
      sheet.





INCOME
      TAXES





Income
      taxes are provided for under the liability method considering the tax effects
      of
      transactions reported in the financial statements, which are different from
      the
      tax return. Deferred income tax assets and liabilities represent the future
      tax
      consequences of those differences, which will be either taxable or deductible
      when the underlying assets or liabilities are recovered or settled.





EARNINGS
      (LOSS) PER SHARE





Basic
      income (loss) per common share (“EPS”) (“LPS”) is calculated by dividing net
      income (loss) by the weighted average number of common shares outstanding during
      the period. Diluted earnings per share is computed by dividing net income (loss)
      available to common shareholders by the weighted average number of common shares
      and common share equivalents during the periods presented, as long as such
      equivalents are not antidilutive. There were no common share equivalents during
      the periods presented.





INSURANCE
      COVERAGE





The
      Company maintains comprehensive vehicle liability, general liability,
      workers’ compensation and property insurance to insure its assets and operations, with
      some claims subject to certain deductibles and no deductibles for other claims.
      The Company’s management continually evaluates the adequacy of its insurance and
      whether a reserve for outstanding claims, not covered by the Company’s present
      insurance coverage and when certain insurance deductibles are not met, is
      warranted.




7


**BESTWAY
      COACH EXPRESS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**THREE
      MONTHS ENDED FEBRUARY 28, 2006 AND 2005**


**(UNAUDITED)**





2.  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





CHANGES
      IN PRESENTATION OF COMPARATIVE STATEMENTS





Certain
      accounts were reclassified for the quarter ended February 28, 2005 to conform
      to
      the quarter ended February 28, 2006, presentation.





ENVIRONMENTAL
      RESERVES





The
      Company’s operations are subject to various federal, state and local
      environmental laws and regulations governing vehicle emissions, above ground
      fuel tanks and the storage, use and disposal of hazardous materials and
      hazardous waste in connection with its in-house maintenance operations. These
      laws include the Water Pollution Control Act, the Clean Air Act, the Resource
      Conservation and Recovery Act, the Comprehensive Environmental Response,
      Compensation and Liability Act and various state and local laws.





The
      Company’s management continually evaluates whether circumstances have occurred
      that indicate that its maintenance facility could be identified for potential
      clean up and/or remediation work. On February 28, 2006, management determined
      that there were no existing or pending environmental liabilities.





USE
      OF
      ESTIMATES





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions.
      These estimates and assumptions affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from these
      estimates.





Several
      areas require significant management estimates relating to uncertainties for
      which it is reasonably possible that there will be a material change in the
      near
      term. The more significant areas requiring the use of management estimates
      are
      related to the valuation of liability reserves and the useful lives for
      amortization and depreciation, as well as the realization of the tax benefits
      of
      net operating losses.





ADVERTISING
      COSTS





All
      costs
      associated with advertising and promoting the Company are expensed in the year
      incurred. Advertising expense was not material for the three months ended
      February 28, 2006 and 2005.




8


**BESTWAY
      COACH EXPRESS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**THREE
      MONTHS ENDED FEBRUARY 28, 2006 AND 2005**


**(UNAUDITED)**





3.
            TRADE
                RECEIVABLES





Trade
                receivables are carried at original invoice amount. Trade receivables
                as
                of February 28, 2006 were$245,593, of which $194,580 (79%) was from one casino customer. Management
                determines the allowance for doubtful accounts after reviewing individual
                customer accounts as well as considering bothhistorical
                and expected credit loss experience. At February 28, 2006 thereserve for trade receivables was $2,000 and management believes
                that this
                reserve was adequate.




4.
              NOTES
                  PAYABLE




On
      June
      15, 2005, the Company purchased eleven motorcoaches for $4,211,000 from Motor
      Coach Industries. The purchase was financed with $165,000 trade-in allowance
      from eleven older motorcoaches previously traded in and a new loan of
      $4,046,000. The note has an interest rate of 8.25% per annum, and principal
      and
      interest payments of $56,417 are due monthly. Payments on the loan continue
      for
      84 months to a 20% balloon payment due on June 15, 2012. The loan is secured
      by
      a personal guarantee by the CEO of the Company.





9




**ITEM
        2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**
 
 *The
        following discussion should be read in conjunction with our unaudited financial
        statements and the notes thereto.*
 
 ***Forward-Looking
        Statements***
 
 This
        quarterly report contains forward-looking statements relating to us that
        are
        based on the beliefs of our management as well as assumptions made by, and
        information currently available to, our management. When used in this report,
        the words "believe," "anticipate," "expect," "estimate," “intend”, “plan” and
        similar expressions, as they relate to us or our management, are intended
        to
        identify forward-looking statements. These statements appear in a number
        of
        places in this report and include statements regarding our intent, belief
        or
        current expectations and those of our directors or officers with respect
        to,
        among other things: (i) trends affecting our financial condition or results
        of
        operations, (ii) our business and growth strategies, and (iii) our financing
        plans. You are cautioned that any forward-looking statements are not guarantees
        of future performance and involve significant risks, uncertainties and
        assumptions, including among many others: a general economic downturn; a
        downturn in the securities markets; federal or state laws or regulations
        having
        an adverse effect on proposed transactions that we desire to effect; and
        other
        risks and uncertainties. Other factors that could adversely affect actual
        results and performance include, among others, the effect of tourism levels
        on
        our business, the rising price of insurance, government regulation,
        technological change and competition. The accompanying information contained
        in
        this registration statement, including, without limitation, the information
        set
        forth under the heading “Management’s Discussion and Analysis or Plan of
        Operation -- Risk Factors" identifies important additional factors that could
        materially adversely affect actual results and performance. You are urged
        to
        carefully consider these factors. All forward-looking statements attributable
        to
        us are expressly qualified in their entirety by the foregoing cautionary
        statement.
 
 ***Overview***
 
 We
        were
        incorporated in New York on August 4, 1997. Our primary activity is to provide
        motorcoach services on both a contracted and per seat basis. Most of our
        revenues are derived through the provision of specialized destination route
        service, which is comprised of daily scheduled service to and from casinos
        in
        Connecticut and Atlantic City, and specified locations in Manhattan, Queens
        and
        Brooklyn. Tickets are sold through independent agents retained by the casinos
        and at specified locations. Customers are taken on an "open-door" basis or
        by
        reservation. From Monday through Thursday of each week, we have 17 roundtrip
        schedules to and from the Mohegan Sun Casino & Resort in Connecticut and
        destinations around New York City. On Friday through Sunday, we increase
        the
        number of our roundtrip schedules to the Mohegan Sun to 19. We provide 5
        roundtrip schedules from Monday through Thursday from New York City to the
        following Atlantic City Casinos: Tropicana, Taj Majal, Claridge and Trump
        Marina. We increase the number of roundtrip schedules to these Atlantic City,
        New Jersey casinos to 7 Friday through Sunday.
 
 We
        also
        provide charter services at a fixed daily rate, based on mileage and hours
        of
        operation. We have informal arrangements with tour agencies to provide various
        levels of service and equipment for agent-sponsored and organized tours.
        Under
        these arrangements, we provide the motorcoach and driver at a fixed daily
        rate.
        On average, we charter about one motorcoach per day to third parties during
        the
        week and about 2-3 motorcoaches during the weekend.
 
 10
 For
        the
        most part, our special destination services and our charter services are
        provided on a contracted basis and not a per seat basis. Therefore, customer
        load factors generally do not materially affect our ability to generate
        revenues.
 
 In
        February 2006, the Company launched a new interstate commuter service. The
        Company now provides scheduled motorcoach service from a midtown location
        in New
        York City near Penn Station to a location in Philadelphia. During the first
        month of operations, the new interstate commuter services generated
        approximately $35,000 in revenues and incurred approximately $113,000 in
        expenses. The Company expects the revenues from the interstate commuter services
        to increase and the expenses to decrease until the service is normalized.
        The
        Company estimates that its average monthly revenues and expenses from this
        service during fiscal year 2006 will be $190,000 and $142,000,
        respectively
 
 The
        following table sets forth, for the periods presented, data regarding the
        total
        revenue and source of revenue earned by Bestway.
 
 THREE
                  MONTHS ENDEDFebruary
                  28, 2006
              
              February
                  28, 2005Amount
              
              Percentage
              
              Amount
              
              PercentageCasinos
              
              $
              1,400,456
              
              
              93
              %
              $
              1,249,125
              
              
              96
              %Tours
              
              
              113,091
              
              
              7
              %
              
              57,645
              
              
              4
              %Other
              
              
              -
              
              
              0
              %
              
              500
              
              
              <1
              %Total
              
              $
              1,513,547
              
              
              100
              %
              $
              1,307,270
              
              
              100
              %
 
 **Economic
        and Industry Wide Factors Relevant to Bestway**
 
 Our
        business is seasonal in nature and generally follows the travel industry
        as a
        whole, with peaks during the summer months and the Thanksgiving and Christmas
        holiday periods. As a result, our operating cash flows are also seasonal
        with a
        disproportionate amount of our annual operating cash flows being generated
        during the peak travel periods. The day of the week on which certain holidays
        occur, the length of certain holiday periods, and the date on which certain
        holidays occur within the fiscal quarter, may also affect our quarterly results
        of operations.
 
 One
        industry wide factor that is relevant to our business is that all of our
        customers, including our major customers, are “at will” customers. This means
        that customers can terminate our services at any time and without penalty.
        We
        have no written contracts with any customer.
 
 11
 In
        order
        to retain customers, therefore, we must provide reliable and professional
        service. Management believes that customer retention is due to the following
        factors:
 
 ·
              Reputation
                  for passenger safety and providing efficient, on-time
                  service;
 
 ·
              Maintaining
                  long-standing relationships with the casinos and independent ticket
                  agents
                  that we serve;
 
 ·
              The
                  preference of casino ticket agencies to maintain continuity of
                  service
                  with their current proven contractor rather than risk the uncertainty
                  associated with a replacement.
 
 ***Material
        Risks, Trends and Uncertainties Affecting Bestway’s
        Business***
 
 One
        of
        the material risks and uncertainties that faces our business is that some
        of the
        material costs of running our business are not fixed costs. The major costs
        that
        are not fixed costs are fuel expense and insurance costs.
 
 Fuel
        is
        one of our most significant operating expenses. Fuel costs are subject to
        significant fluctuations due to economic factors. Fluctuations in the cost
        of
        fuel can have a significant impact on our operations and results of operations.
        Any sustained increase in fuel prices could adversely affect our results
        of
        operations.
 
 In
        order
        to mitigate the rising cost of fuel, since January 2004 we have used a strategy
        of purchasing fuel whenever possible from those states in which we operate
        (Connecticut and New Jersey) where fuel costs are less than our operating
        base
        (NY). We have not employed any hedging strategies to assist us in mitigating
        the
        rising fuel costs and we have no current intention to do so. We are often
        able
        to pass on increased fuel expenses to our customers by increasing our rates.
        For
        example, we increased the rates that we charge to one of the casinos that
        we
        provide services to by 8% during the period from January 2004 to present
        and we
        raised the rates that we charge to two other casinos during the same period
        by
        15 to 28%. However, the market is very competitive and we are not certain
        that
        we will continue to be able to recoup increased fuel costs by passing them
        on to
        our customers.
  Insurance
        costs in the motorcoach industry have increased significantly over the last
        few
        years and it has become increasingly difficult for us to find insurance at
        commercially reasonable rates. Annual rates of $21,000 per motorcoach are
        commonplace. During the past few years, insurers have been abandoning the
        New
        York market. Our current liability insurance and worker’s compensation insurance
        premiums increased more than 100% over the past few years. We cannot operate
        without insurance. In fiscal year 2005, we paid $720,347 in insurance premiums
        to insure our motorcoaches ($95,650 of which was for policies prepaid through
        various dates in 2006) and $79,052 in insurance premiums for worker’s
        compensation insurance. In 2004 we paid $475,851 in insurance premiums to
        insure
        our motorcoaches ($95,043 of which was for policies prepaid through various
        dates in 2005) and $75,411 in worker’s compensation insurance. At February 28,
        2006 we also owed $50,430 for various insurance and worker’s compensation
        policies. Insurance costs continue to increase each year. The increase in
        insurance costs has negatively affected our cash flows. Furthermore, although
        we
        were able to obtain insurance for 2005 and 2006, the process for obtaining
        insurance was prolonged and we were rejected by some of the insurance companies
        that we applied to for insurance before being able to ultimately secure
        insurance.
 
 12
 Another
        trend or uncertainty affecting our business is the current state of the nation’s
        security. The U.S. Department of Homeland Security has implemented the Homeland
        Security Advisory System, which is designed to target our country’s protective
        measures when specific information to a specific sector or geographic region
        is
        received. The system combines threat information with vulnerability assessments
        and provides communications to public safety officials and the public. A
        color-coded threat level system was implemented to communicate with public
        safety officials and the public at-large.  Changes or increases in the
        threat condition has economic, physical, and psychological effects on the
        nation
        and can significantly affect our operations. We have noticed that our business
        will slow down when a higher alert status is issued by the Department of
        Homeland Security. We have also experienced cancellation of booked tours
        or
        other engagements as a result of an increase in the alert status issued by
        the
        Department of Homeland Security after a tour or other engagement was booked,
        but
        before the services were provided.
 
 ***Cost
        of Sales***
 
 The
        principal elements of the costs of sales are labor, fuel, parts, vehicle
        insurance, equipment lease expense and rent. For the quarters ended February
        28,
        2006 and 2005, cost of sales approximated 88% and 89%, respectively. We spent
        approximately $296,720 and $183,973 on fuel in the periods ending February
        28,
        2006 and 2005, respectively.
 
 General
        and administrative expenses include costs associated with our headquarters
        in
        New York City, the Brooklyn terminal where we depot our motorcoaches, and
        managerial salaries. In fiscal year 2003 we increased the size of our staff
        in
        our corporate headquarters to accommodate growth. Management believes that
        it
        currently has sufficient staff to support anticipated revenue levels for
        fiscal
        year 2005 and 2006. We anticipate that the increased general and administrative
        costs will be slightly offset if and when our business grows further and
        if we
        are able to effectively realize economies of scale by (i) spreading the cost
        of
        the administrative staff and facilities over a larger revenue base; and (ii)
        capturing savings in expenses such as vehicle insurance and vehicle parts
        and
        services.
 
 ***Operating
        Results For Fiscal Quarter Ended February 28, 2006 Compared To February 28,
        2005
        (Unaudited)***
 
 The
        following table summarizes the results of our operations during the fiscal
        quarter ended February 28, 2006 and 2005 and provides information regarding
        the
        dollar and percentage increase or (decrease) from the first fiscal quarter
        of
        2006 compared to the first fiscal quarter of 2005.
  13
  **Line
                    Item**
                
                **2/28/06**
                
                **02/28/05**
                
                **Increase**
                  **(Decrease)**
                
                **Percentage**
                  **Increase**
                  **(Decrease)**Revenues
                
                
                1,513,547
                
                
                1,307,270
                
                
                206,277
                
                
                16
                %Net
                    income (loss)
                
                
                (123,422
                )
                
                (52,776
                )
                
                (70,646
                )
                
                134
                %Operating
                    Expenses
                
                
                1,334,330
                
                
                1,169,540
                
                
                164,790
                
                
                14
                %General
                    and Administrative Expense
                
                
                260,333
                
                
                119,194
                
                
                141,139
                
                
                118
                %Interest
                    Expense
                
                
                121,034
                
                
                114,552
                
                
                6,482
                
                
                6
                %Earnings
                    (Loss) per common share
                
                
                (.01
                )
                
                (.00
                )
                
                (.01
                )
                
                N/A
 Total
        revenues during the first fiscal quarter of 2006 increased $206,277 or 16%,
        to
        $1,513,547 as compared to the first fiscal quarter of 2005. The increase
        in
        revenues was primarily due to an increase in rates that we charge to the
        casinos
        that we service, and an increase in the number of casino runs. In addition,
        we
        launched a new interstate commuter service from Penn Station to Philadelphia
        in
        February 2006.
 
 Operating
        expenses increased $164,790, or 14%, to $1,334,330 for the first fiscal quarter
        of 2006 as compared to the same quarter in 2005. The increase is primarily
        due
        to increases in the following expenses from the first fiscal quarter of 2006
        compared to 2005:
 
 ·
              increased
                  fuel expenses of $112,747, which contributed approximately 68%
                  to the
                  overall increase; and,
 ·
              increased
                  driver, mechanic, and garage manager payroll expenses of $53,039,
                  which
                  contributed approximately 32% to the overall
                  increase.
 
 General
        and administrative expenses in the first fiscal quarter of 2006 increased
        by
        $141,139, or 118%, from $119,194 in the first fiscal quarter of 2005 compared
        to
        $260,333 in the first fiscal quarter of 2006. The increase is primarily due
        to
        increases in the following expenses from the first fiscal quarter of 2006
        compared to 2005:
 
 ·
              increased
                  salaries to support new services and increased revenues of $51,100,
                  which
                  contributed approximately 36% to the overall increase;
                  and
 ·
              increased
                  legal, accounting, and consulting fees due to the our registration
                  with
                  the SEC of $48,718, which contributed approximately 35% to the
                  overall
                  increase.
 
 
 Interest
        expense in the first quarter of 2006 was $121,034 and interest expense in
        the
        same quarter of 2005 was $114,552. Interest expense increased $6,482 in the
        first fiscal quarter of 2006 or 6% compared to the same quarter of last year
        mainly due to a new loan in August 2005, and the amortization of a deferred
        guarantee cost incurred with the motorcoach purchase in June 2005.
  14
 **Liquidity
        and Capital Resources**
 
 As
        of
        February 28, 2006, we had $2,479 in cash and cash equivalents, total current
        assets of $481,497 and a working capital deficit of $3,183,071. We provided
        $87,032 via operating activities for the year ended November 30, 2005.
 
 We
        acquired 11 new MCI motorcoaches pursuant to a purchase agreement with MCI
        (Motor Coach Industries) that we entered into on May 24, 2005. Pursuant to
        the
        agreement we are required to pay an aggregate purchase price of $4,211,000.
        We
        obtained financing for the purchase of these new motorcoaches through
        Caterpillar Financial Services Corporation. Under the terms of the financing
        arrangement, we paid an aggregate down payment of $165,000 and we financed
        the
        remaining $4,046,000.
 
 Under
        the
        terms of the financing arrangement, we are required to make a total of 84
        monthly payments. The payments are in the approximate amount of $56,416 and
        we
        are required to make a final balloon payment. The interest rate is 8.25%
        per
        annum.
 
 The
        financing provided by Caterpillar Financial Services Corporation is secured
        by a
        first priority lien on the motorcoaches and is personally guaranteed by Wilson
        Cheng, our Chairman, Chief Executive Officer and controlling stockholder.
        In
        consideration for personally guarantee-ing the financing for the acquisition
        of
        the motorcoaches, on June 5, 2005, we issued to Mr. Cheng 2,000,000 shares
        of
        our Common Stock.
 
 We
        anticipate that revenues generated through our operations during the 2005
        fiscal
        year will be sufficient for the next 12 months of our operations even if
        we do
        not raise any additional capital through the private placement of our
        securities, loans from our principal stockholders or otherwise.
 
 In
        order
        to improve our liquidity, we are seeking to reduce our expenses. One way
        that we
        have sought to reduce our expenses is to acquire a new fleet of motorcoaches.
        As
        noted above, in May 2005, we acquired 11 new MCI motorcoaches. The monthly
        principal and interest charges relating to the financing of these new coaches
        are approximately the same as the monthly lease payments for the motorcoaches
        that they replaced. The monthly interest charges (for the 11 new motorcoaches,
        which we own) and the monthly lease payments (for the 12 older motorcoaches
        that
        we lease) equal approximately $113,342. Prior to acquiring these new
        motorcoaches our monthly lease payments for all 23 motorcoaches that were
        then
        leased by us were approximately $103,868. So, now one-half of our fleet consists
        of new motorcoaches and we are still paying about the same amount to use
        our
        motorcoaches that we paid when we had all older motorcoaches. However, our
        expenses will now be lower because the new motorcoaches will require less
        maintenance thereby reducing our maintenance expense. We anticipate that
        we will
        save approximately $200,000 a year on major repairs.
 
 We
        also
        anticipate that our annual interest expense related to motorcoach financing
        will
        be reduced because the interest rate for the financing of the new motorcoaches
        is lower than the rate that we had paid under the lease arrangement relating
        to
        the motorcoaches that were replaced.
 
 15
 In
        addition, in order to further increase our cash flows, we raised the daily
        rate
        payable with respect to our special destination services (i.e., casino line
        runs). During the period from January 2004 through June 2005, we raised our
        rates from $650 to $750 per motorcoach for one of our major clients. During
        the
        period from January 2004 through October 2005, we raised our rates from $600
        to
        $705 per motorcoach for another one of our major clients. Finally, during
        the
        period from January 2004 through November 2005, we raised our rates from
        $520 to
        $635 per motorcoach for a third major client.
 
 We
        have
        also adopted a strategy of using any available cash resulting from our increased
        rates and lower expenses to pay down our long-term debt to reduce our interest
        expense and enhance our balance sheet.
 
 In
        October 2005, we refinanced $100,000 of credit card debt. We were paying
        interest at rates ranging from 11.5% to 29.5% on the credit card debt and
        we are
        now paying interest at a fixed rate of 6%. We anticipate that this reduced
        interest expense will save us about $10,000 a year.
 
 We
        estimate that in order to breakeven (i.e., have sufficient revenues to cover
        all
        of our expenses) in a given month we need to generate approximately $550,000
        in
        revenues on average or have revenues of $6,600,000 per year.
 
 Our
        business is seasonal. During the first and fourth quarters of our fiscal
        year we
        will usually break even or suffer a loss. We believe that business is slower
        in
        these months mostly because of colder weather and lower tourism during this
        period. During our second and third quarters, we usually are more profitable.
        Charter prices increase during this period due to greater demand.
 
 
 ***Cash
        Flow Analysis***
 
 **Fiscal
        Quarter ended February 28, 2006 Compared to February 28, 2005
        (Unaudited)**
 
 The
        following table summarizes the statements of cash flows from the financial
        statements:
  Quarter
                    Ended February 28,2006
                
                2005Net
                    Cash Provided By (Used In) Operating Activities
                
                
                87,032
                
                
                (63,241
                )Net
                    Cash (Used) Provided By Investing Activities
                
                
                -
                
                
                (6,213
                )Net
                    Cash Provided By (Used In) Financing Activities
                
                
                (92,259
                )
                
                (187,022
                )Net
                    Increase (decrease) in Cash and Cash Equivalents
                
                
                (5,227
                )
                
                (256,476
                )Cash
                    and Cash Equivalents - Beginning of Period
                
                
                7,706
                
                
                258,451Cash
                    and Cash Equivalents - End of Period
                
                
                2,479
                
                
                1,975
  For
        the
        quarters ended February 28, 2006 and 2005, our operating activities generated
        (used) $87,032 and ($63,241) in cash, respectively. This change in cash flow
        used in operations is primarily attributable to an increase in credit card
        debt
        and decreases in payments made on accounts payable and accrued
        liabilities.
 
 16
 For
        the
        quarters ended February 28, 2006 and 2005, our investing activities provided
        (used) $0 **-** and
        ($6,213) in cash, respectively. This decrease in cash used in investing
        activities is attributable to the purchase of property and equipment in the
        first quarter of 2005 and no purchases of these items in the first quarter
        of
        2006.
 
 For
        the
        quarters ended February 28, 2006 and 2005, our financing activities used
        ($92,259) and ($187,022) of cash, respectively. The decrease in cash flow
        used
        in financing is primarily attributable to lower required payments on the
        refinanced motorcoaches.
 
 ***Off
        Balance Sheet Arrangements***
 
 We
        do not
        have any off balance sheet arrangements that have or are reasonably likely
        to
        have a current or future effect on our financial condition, changes in financial
        condition, revenues or expenses, results of operations, liquidity or capital
        expenditures or capital resources that is material to an investor in our
        securities.
 
 ***Seasonality***
 
 The
        motorcoach business is subject to seasonal variations in operations. During
        the
        winter months, operating costs are higher due to the cold weather and demand
        for
        motorcoach services is lower, particularly because of a decline in tourism.
        As a
        result, our revenues and results of operations are lower in winter months.
 
 ***Inflation***
 
 Our
        business, revenues and operating results are not affected in any material
        way by
        inflation.
 
 ***Critical
        Accounting Policies***
 
 The
        Securities and Exchange Commission issued Financial Reporting Release No.
        60,
        "Cautionary Advice Regarding Disclosure About Critical Accounting Policies"
        suggesting that companies provide additional disclosure and commentary on
        their
        most critical accounting policies. In Financial Reporting Release No. 60,
        the
        Securities and Exchange Commission has defined the most critical accounting
        policies as the ones that are most important to the portrayal of a company's
        financial condition and operating results, and require management to make
        its
        most difficult and subjective judgments, often as a result of the need to
        make
        estimates of matters that are inherently uncertain. Based on this definition,
        we
        have identified the following significant policies as critical to the
        understanding of our financial statements.
 
 ·
              *Insurance
                  Coverage*-
                  We maintain comprehensive vehicle liability, general liability,
                  workers’
                  compensation and property insurance to insure its assets and operations,
                  with some claims subject to certain deductibles and no deductibles
                  for
                  other claims. Our management continually evaluates the adequacy
                  of our
                  insurance and whether a reserve for outstanding claims, not covered
                  by our
                  present insurance coverage and when certain insurance deductibles
                  are not
                  met, is warranted.
  17
  ·
              *Significant
                  Estimates -*Several
                  areas require significant management estimates relating to uncertainties
                  for which it is reasonably possible that there will be a material
                  change
                  in the near term. The more significant areas requiring the use
                  of
                  management estimates are related to the valuation of liability
                  reserves
                  and the useful lives for amortization and depreciation, as well
                  as the
                  realization of the tax benefits of net operating
                  losses.
 
 ***Risk
        Factors***
 
 *You
        should carefully consider the risks described below, which constitute all
        of the
        material risks facing us. If any of the following risks actually occur, our
        business could be harmed. You should also refer to the other information
        about
        us contained in this Form 10-QSB, including our financial statements and
        related
        notes.*
 
 **FINANCIAL
        RISKS**
 
 ***We
        only have $481,497 in current assets of which only
        $2,479***  ***was
        cash and cash equivalents at February 28, 2006. Our total current liabilities
        as
        at such date were $3,664,568. This means we have a working capital deficit
        of
        $3,183,307. We also have long-term debt of $4,286,791.***
 
 In
        order
        to effectively run our business we will require additional working capital.
        We
        may seek to satisfy our future funding requirements through revenues generated
        through our operations, the proceeds of public or private offerings of our
        securities, or through loans from financial institutions or our controlling
        stockholders. We do not have any immediate plans to effect a private placement
        or public offering of our securities nor do we have any written or verbal
        commitments from any other source of financing. Additional financing may
        not be
        available when needed or on terms acceptable to us. Unavailability of financing
        may result in delays in making capital expenditures that management believes
        are
        necessary to effectively operate our business and compete in our market.
        To the
        extent we raise additional capital by issuing equity securities, your ownership
        interest would be diluted.
 
 **BUSINESS
        RISKS**
 
 ***Our
        business is subject to seasonal fluctuations, which makes our revenues and
        results of operations vary from season to season.***
 
 The
        motorcoach business is subject to seasonal variations in operations. During
        the
        winter months, operating costs are higher due to the cold weather and demand
        for
        motorcoach services is lower, particularly because of a decline in tourism.
        As a
        result, our revenues and results of operations are lower in winter months.
 
 18
  ***Fuel
        is one of our most significant operating expenses. Fuel costs are subject
        to
        significant fluctuations due to economic factors. Fluctuations in the cost
        of
        fuel can have a significant impact on our operations and results of
        operations.***
 
 Fuel
        is
        one of our most significant operating expenses. Fuel prices are subject to
        sudden increases as a result of variations in supply levels and demand. Any
        sustained increase in fuel prices could adversely affect our results of
        operations. From time to time, there are efforts at the Federal or state
        level
        to increase fuel or highway use taxes, which, if enacted, also could adversely
        affect our results of operations.
 
 ***Insurance
        costs in the motorcoach industry have increased significantly over the last
        few
        years and it has become increasingly difficult for us to find insurance at
        commercially reasonable rates. We cannot operate without
        insurance.***
 
 In
        fiscal
        year 2005, we paid $720,347 in insurance premiums to insure our motorcoaches
        ($95,650 of which was for policies prepaid through various dates in 2006)
        and
        $79,052 in insurance premiums for worker’s compensation insurance. In 2004 we
        paid $475,851 in insurance premiums to insure our motorcoaches ($95,043 of
        which
        was for policies prepaid through various dates in 2005) and $75,411 in worker’s
        compensation insurance. At February 28, 2006, we also owed $50,430 for various
        insurance and worker’s compensation policies. Insurance costs continue to
        increase each year. The increase in insurance costs has negatively affected
        our
        cash flows. Furthermore, although we were able to obtain insurance for 2005
        and
        2006, the process for obtaining insurance was prolonged and we were rejected
        by
        some of the insurance companies that we applied to for insurance before being
        able to ultimately secure insurance.
 
 We
        are
        self-insured for the deductible amounts under our insurance policies, which
        deductible amount is $25,000 per vehicle, per occurrence. If we were to
        experience a significant increase in the number of claims for which we are
        self-insured or claims in excess of its insurance limits, our results of
        operations and financial condition would be adversely affected.
 
 ***As
        a provider of motorcoach services, we are subject to significant regulations.
        Compliance with these regulations requires us to incur operating costs, which
        affect our bottom line.***
 
 Motorcoach
        operators are subject to extensive safety requirements and requirements imposed
        by environmental laws, workplace safety and anti-discrimination laws, including
        the Americans with Disabilities Act. Safety, environmental and vehicle
        accessibility requirements for motorcoach operators have increased in recent
        years, and this trend could continue. The FHWA and state regulatory agencies
        have broad power to suspend, amend or revoke our operating authorizations
        for
        failure to comply with statutory requirements, including safety and insurance
        requirements. Many states require motorcoach operators to obtain authority
        to
        operate over certain specified intrastate routes, and, in some instances,
        such
        authority cannot be obtained if another operator already has obtained authority
        to operate on that route. As a result, there may be regulatory constraints
        on
        the expansion of our operations in these states.
 
 19
 **CONCENTRATED
        CONTROL RISKS**
 
 ***The
        management team voting together has the power to make all major decisions
        regarding the company without the need to get consent from any stockholder
        or
        other person. Wilson Cheng, our Chief Executive Officer and President, is
        also
        the only person knowledgeable about our business, affairs and history and
        the
        loss of his services would likely result in the indefinite cessation of our
        operations and the complete failure of our current business
        plan.***
 
 Our
        management team owns, in the aggregate, 64.17% of our outstanding common
        stock.
        Mr. Cheng, our Chief Executive Officer, owns 61.4% of the outstanding common
        stock; Vivian Cheng, Mr. Cheng’s sister, a director and the Secretary of
        Bestway, owns 1.46% of our outstanding common stock; Kelvin Chan, our Chief
        Operating Officer, owns 0.73% of our outstanding common stock; and Jovi Chen,
        our VP of Sales and Marketing, owns 0.58% of our outstanding common stock.
        Our
        current management team, acting together has the power to make all major
        decisions regarding our affairs, including decisions regarding whether or
        not to
        issue stock and for what consideration, whether or not to sell all or
        substantially all of our assets and for what consideration and whether or
        not to
        authorize more stock for issuance or otherwise amend our charter or bylaws.
        Our
        management team is in a position to elect all of our directors and to dictate
        all of our policies. Currently, none of our directors are independent. All
        of
        our directors are members of our management team.
 
 Furthermore,
        since Mr. Cheng is our founder and currently our Chief Executive Officer,
        no
        other person affiliated with, or employed by, us has his in depth knowledge
        of
        our day to day operations or institutional knowledge regarding our history
        and
        past affairs. The loss or inability of Mr. Cheng to perform his duties would
        likely result in the indefinite cessation of our operations and the complete
        failure of our current business plan. We
        have
        no key man insurance on the life of Mr.
        Cheng. We anticipate the hiring of new employees in connection with the planned
        expansion of our business. Our future success will depend in significant
        part on
        our ability to hire and retain key technical sales and senior management
        personnel. Competition for such personnel is intense and there can
        be no
        assurance that we will be successful in attracting and retaining such
        personnel.
 
 **MARKET
        RISKS**
 
 ***There
        is no public market for our common stock, and even if a market develops,
        it will
        likely be thin and subject to manipulation.***
 
 Our
        common stock is not listed on any exchange or quoted on any similar quotation
        service, and there is currently no public market for our common stock. We
        have
        not taken any steps to enable our common stock to be quoted on the OTC Bulletin
        Board, and can provide no assurance that our common stock will ever be quoted
        on
        any quotation service or that any market for our common stock will ever develop.
        As a result, stockholders may be unable to liquidate their investments, or
        may
        encounter considerable delay in selling shares of our common stock. A trading
        market may not develop in the future, and if one does develop, it may not
        be
        sustained. If an active trading market does develop, the market price of
        our
        common stock is likely to be highly volatile due to, among other things,
        the low
        revenue nature of our business and because we are a new public company with
        a
        relatively limited operating history. Further, even if a public market develops,
        the volume of trading in our common stock will presumably be limited and
        likely
        be dominated by a few individual stockholders. The limited volume, if any,
        will
        make the price of our common stock subject to manipulation by one or more
        stockholders and will significantly limit the number of shares that one can
        purchase or sell in a short period of time.
 
 20
 The
        equity markets have, on occasion, experienced significant price and volume
        fluctuations that have affected the market prices for many companies’ securities
        and that have often been unrelated to the operating performance of these
        companies. Any such fluctuations may adversely affect the market price of
        our
        common stock, regardless of our actual operating performance. As a result,
        stockholders may be unable to sell their shares, or may be forced to sell
        them
        at a loss.
 
 ***Obtaining
        additional capital through the future sale of common stock and derivative
        securities will result in dilution of stockholder
        interests.***
 
 We
        will
        likely raise additional funds in the future by issuing additional shares
        of
        common stock or securities such as convertible notes, options, warrants or
        preferred stock that are convertible into common stock. Any such sale of
        common
        stock or other securities will lead to further dilution of the equity ownership
        of existing holders of our common stock.
 
 ***We
        do not intend to pay dividends to our stockholders, so you will not receive
        any
        return on your investment in our company prior to selling your interest in
        Bestway.***
 
 We
        have
        never paid any dividends to our stockholders. We currently intend to retain
        any
        future earnings for funding growth and, therefore, do not expect to pay any
        dividends in the foreseeable future. If we determine that we will pay dividends
        to the holders of our common stock, we cannot assure that such dividends
        will be
        paid on a timely basis. As a result, you will not receive any return on your
        investment prior to selling your shares in our company and, for the other
        reasons discussed in this “Risk Factors” section, you may not receive any return
        on your investment even when you sell your shares in our company.
 
 ***A
        significant number of our shares will be eligible for sale and their sale
        or
        potential sale may depress the market price of our common
        stock.***
 
 Sales
        of
        a significant number of shares of our common stock in the public market could
        harm the market price of our common stock. We have authorized 20,000,000
        shares
        of common stock. We have issued 13,700,000 shares of common stock, and currently
        have 13,680,000 shares outstanding, all of which are available for future
        sale.
 
 As
        additional shares of our common stock become available for resale in the
        public
        market, the supply of our common stock will increase, which could decrease
        its
        price. Some or all of the shares of common stock may be offered from time
        to
        time in the open market under Rule 144, and these sales may have a depressive
        effect on the market for our shares of common stock. In general, a person
        who
        has held restricted shares for a period of one year may, on filing with the
        SEC
        a notification on Form 144, sell into the market common stock in an amount
        equal
        to 1% of the outstanding shares for Bulletin Board Companies. Such sales
        may be
        repeated once each three months, and any of the restricted shares may be
        sold by
        a non-affiliate after they have been held two years.
 
 21
 ***The
        SEC’s penny stock rules apply to us. These rules may have the effect of
        decreasing the liquidity of our stock and increasing the transaction cost
        for
        transactions in our stock.***
 
 The
        SEC
        has adopted rules that regulate broker-dealer practices in connection with
        transactions in "penny stocks". Penny stocks are generally securities with
        a
        price of less than $5.00 per share (other than securities registered on certain
        national securities exchanges or quoted on the NASDAQ system, provided that
        current price and volume information with respect to transactions in such
        securities is provided by the exchange or system). Under these rules,
        broker-dealers participating in transactions in low priced securities must
        first
        deliver a risk disclosure document which describes the risks associated with
        such stocks, the broker-dealer's duties, the customer's rights and remedies,
        and
        certain market and other information, and make a suitability determination
        approving the customer for low priced stock transactions based on the customer's
        financial situation, investment experience and objectives. Broker-dealers
        must
        also disclose these restrictions in writing to the customer, obtain specific
        written consent of the customers and provide monthly account statements to
        the
        customer. With all these restrictions, the likely effect of designation as
        a low
        priced stock will be to decrease the willingness of broker-dealers to make
        a
        market for the stock, to decrease the liquidity of the stock and to increase
        the
        transaction cost of sales and purchases of such stock compared to other
        securities.
 
 
 **ITEM
        3. CONTROLS AND PROCEDURES**
 
 Within
        90
        days of the filing of this Form 10-QSB, an evaluation was carried out under
        the
        supervision and with the participation of our management, including Wilson
        Cheng, our Chairman, CEO and Treasurer, of the effectiveness of our disclosure
        controls and procedures. Disclosure controls and procedures are procedures
        that
        are designed with the objective of ensuring that information required to
        be
        disclosed in our reports filed under the Securities Exchange Act of 1934,
        such
        as this Form 10-QSB, is recorded, processed, summarized and reported within
        the
        time period specified in the Securities and Exchange Commission’s rules and
        forms. Based on that evaluation, Mr. Cheng concluded that as of February
        28,
        2006, and as of the date that the evaluation of the effectiveness of our
        disclosure controls and procedures was completed, our disclosure controls
        and
        procedures were effective to satisfy the objectives for which they are
        intended.
 
 There
        were no changes in our internal control over financial reporting identified
        in
        connection with the evaluation performed that occurred during the fiscal
        quarter
        covered by this report that has materially affected or is reasonably likely
        to
        materially affect, our internal control over financial reporting.
 
 22
  **PART
        II - OTHER INFORMATION**
 
 **ITEM
        1.**  **LEGAL
        PROCEEDINGS**
 
 There
        is
        no pending litigation by or against us.
 
 **ITEM
        2.****UNREGISTERED
        SHARES OF EQUITY SECURITIES AND USE OF PROCEEDS**
 
 Except
        as
        specified below, we have not sold any of our securities in a private placement
        transaction or otherwise during the past three years.
 
 In
        June
        2005 we issued Wilson Cheng, our Chairman and CEO, 2,000,000 shares of our
        common stock in exchange for his personal guarantee of $4,046,000 in financing
        that we received from Caterpillar Financial Services Corporation that we
        utilized to acquire 11 new MCI motorcoaches.
 
 The
        board
        of directors met in order to discuss a fair consideration to provide Mr.
        Cheng
        in connection with his agreement to personally guarantee the approximately
        $4,000,000 in debt incurred by Bestway so that Bestway could acquire the
        new MCI
        motorcoaches and determined that a guarantee fee of 2.5% or $100,000 was
        reasonable. The board then evaluated the financial condition and prospects
        of
        Bestway and determined that each share of Bestway common stock has a fair
        market
        value of $0.05. Since Bestway has very limited cash on hand, the Board
        determined that it would be in the company’s best interests to pay the guarantee
        fee in stock and, therefore, issued Mr. Cheng 2,000,000 shares. Other than
        the
        foregoing analysis performed by the Board, no valuation report or outside
        appraiser or consultant was used to determine the fair market value of our
        common stock at the date that the shares were issued to the CEO.
 
 Bestway
        relied on the exemption provided by Section 4(2) of the Securities Act in
        issuing the shares to Mr. Cheng without registration.
 
 **ITEM
        4.**  **SUBMISSION
        OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 No
        matters were submitted to our security holders during the quarter ending
        February 28, 2006.
 
 **ITEM
        5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.**
 
 Article
        Seventh of the Certificate of Incorporation of Bestway provides that Bestway
        may, to the fullest extent permitted by Section 721 and 726 of the Business
        Corporation Law of New York, indemnify any and all directors and officers
        whom
        Bestway shall have power to indemnify under those sections of the Business
        Corporation law from and against any and all of the expenses, liabilities
        or
        other matters referred to in or covered by those sections, and the
        indemnification provided by Article Seventh is not exclusive.
 Insofar
        as indemnification for liabilities arising under the Securities Act may be
        permitted to our directors, officers and controlling persons pursuant to
        the
        foregoing provisions, or otherwise, we have been advised that in the opinion
        of
        the Securities and Exchange Commission such indemnification is against public
        policy as expressed in the Securities Act and is, therefore, unenforceable.
        In
        the event that a claim for indemnification against such liabilities is asserted
        by one of our directors, officers, or controlling persons in connection with
        the
        securities being registered, we will, unless in the opinion of our legal
        counsel
        the matter has been settled by controlling precedent, submit the question
        of
        whether such indemnification is against public policy to court of appropriate
        jurisdiction. We will then be governed by the court’s decision.
 
 23
 **ITEM
        6.** **EXHIBITS**
 
 EXHIBITS.
 31
                Certification
                    of Principal Executive Officer and Principal Financial Officer
                    filed
                    pursuant to Section 302 of the Sarbanes-Oxley Act of
                    2002.32
                Certification
                  of Principal Executive Officer and Principal Financial Officer
                  furnished
                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002.
 
 24
 **SIGNATURES**
 
 In
        accordance with the requirements of the Exchange Act, the registrant caused
        this
        report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 DATED: **** April
        19,
        2006
 
 **BESTWAY
        COACH EXPRESS INC.**
   *By:* 
                  /s/ *Wilson Cheng**Name:**Wilson
                    Cheng*
                  *Title:**Chief
                      Executive Officer, Chairman of the Board of**Directors
                      and Treasurer*
 
 **EXHIBIT
        INDEX**
 
    Exhibit
                    Number
                  
                  Description31
                  
                  Certification
                      of Principal Executive Officer and Principal Financial Officer
                      filed
                      pursuant to Section 302 of the Sarbanes-Oxley Act of
                      2002.32
                  
                  Certification
                    of Principal Executive Officer and Principal Financial Officer
                    furnished
                    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                    906 of
                    the Sarbanes-Oxley Act of 2002.