**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: May 31, 2007





**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
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of July 16, 2007, are as follows:





Class
                of Securities
            
            Shares
                OutstandingCommon
                Stock, $0.001 par value
            
            13,730,000




Transitional
      Small Business Disclosure Format (check one): Yes o No
x








**BESTWAY
      COACH EXPRESS INC.**


**BALANCE
      SHEET**


**As
      of May 31, 2007**


**(UNAUDITED)**





Assets




Current
                assetsCash
                and cash equivalents
            
            $
            62,193Trade
                accounts receivable, net
            
            
            89,325Fuel
                tax receivable
            
            
            46,211Inventories
            
            
            115,897Prepaid
                expenses
            
            
            46,853Total
                current assets
            
            
            360,479Property
                and equipmentTotal
                property and equipment
            
            
            8,892,113Less:
                accumulated depreciation and amortization
            
            
            (3,395,456
            )Property
                and equipment, net
            
            
            5,496,657Other
                assetsDDeDeposits
                and other assets
            
            
            9,418Deferred
                tax asset
            
            
            206,583Total
                other assets
            
            
            216,001Total
                assets
            
            $
            6,073,137Liabilities
                and Stockholders’ DeficitCurrent
                liabilitiesChecks
                drawn in excess of bank balance
            
            $
            537,424Current
                portion of notes payable - banks
            
            
            70,455Current
                portion - motorcoach financing net of deferred guarantee
                costs
            
            
            453,630Current
                maturities of capitalized lease obligations
            
            
            874,885Notes
                payable - related parties
            
            
            628,327Notes
                payable - banks and credit card companies
            
            
            636,142Accounts
                payable
            
            
            229,606Payroll
                taxes payable
            
            
            712,172Accrued
                expenses
            
            
            260,880Customer
                deposits
            
            
            13,618Accrued
                salaries - officers
            
            
            1,094,400Total
                current liabilities
            
            
            5,511,539Long-term
                liabilitiesCapitalized
                lease obligations, net of current
                maturities & deferred refinance costs
            
            
            -Notes
                payable - banks
            
            
            174,913Motorcoach
                financing, net of current
                maturities & deferred guarantee costs
            
            
            2,895,091Due
                to stockholder
            
            
            241,089Total
                long-term liabilities
            
            
            3,311,093Total
                liabilities
            
            
            8,822,632Stockholders’
                deficitCommon
                stock, $.001 par value, 20,000,000 shares authorized, 13,750,000
                shares
                issued, 13,730,000 shares outstanding
            
            
            13,750Liability
                for Stock to be Issued
            
            
            62,500Additional
                paid-in-capital
            
            
            700,750Retained
                deficit
            
            
            (3,524,495
            )Total
                paid-in capital and retained deficit
            
            
            (2,747,495
            )Less:
                Cost of treasury stock (20,000 shares)
            
            
            (2,000
            )Total
                stockholders' deficit
            
            
            (2,749,495
            )Total
                liabilities and stockholders’ deficit
            
            $
            6,073,137





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





2


**BESTWAY
      COACH EXPRESS INC.**


**STATEMENTS
      OF OPERATIONS**


**(UNAUDITED)**


For
                  the six months
                ended
                  May 31,
              
              For
                  the three months
                ended
                  May 31,2007
              
              2006
              
              2007
              
              2006Revenues
              
              $
              2,635,217
              
              $
              3,126,767
              
              $
              1,431,289
              
              $
              1,613,220Operating
                  expenses
              
              
              2,495,349
              
              
              2,849,273
              
              
              1,351,596
              
              
              1,514,943Gross
                  profit
              
              
              139,868
              
              
              277,494
              
              
              79,693
              
              
              98,277General
                  and administrative expenses
              
              
              544,470
              
              
              516,193
              
              
              319,463
              
              
              255,860Loss
                  from operations
              
              
              (404,602
              )
              
              (238,699
              )
              
              (239,770
              )
              
              (157,583
              )Interest
                  income
              
              
              28
              
              
              28Other
                  income
              
              
              40
              
              
              10,320
              
              
              0
              
              
              10,320Interest
                  expense
              
              
              (298,951
              )
              
              (277,350
              )
              
              (163,081
              )
              
              (156,316
              )Total
                  other income (expense)
              
              
              (298,883
              )
              
              (267,002
              )
              
              (163,081
              )
              
              (145,996
              )Loss
                  before provision for taxes
              
              
              (703,485
              )
              
              (505,701
              )
              
              (402,851
              )
              
              (303,579
              )Provision
                  for income tax benefit (expense)
              
              
              (206,584
              )
              
              198,700
              
              
              (103,292
              )
              
              120,000Net
                  loss
              
              $
              (910,069
              )
              $
              (307,001
              )
              $
              (506,143
              )
              $
              (183,579
              )Loss
                  per share - basic and diluted
              
              $
              (0.07
              )
              $
              (0.02
              )
              $
              (0.04
              )
              $
              $
                  (0.01
              )Weighted
                      average number of shares used to determine loss per
                      share
              
              
              13,730,000
              
              
              13,680,000
              
              
              13,730,000
              
              
              13,680,000




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




3





**BESTWAY
      COACH EXPRESS INC.**


**STATEMENTS
      OF CASH FLOWS**


**(UNAUDITED)**


For
                  the six months
                ended
                  May 31,2007
              
              2006Cash
                  flows from operating activities:Net
                  loss
              
              $
              (910,069
              )
              $
              (307,001
              )Adjustment
                  to reconcile net loss to net cashprovided
                  by (used in) operating activities:Depreciation
                  and amortization - fixed assets
              
              
              250,109
              
              
              271,661Amortization
                  of deferred guarantee and refinance costs
              
              
              17,878
              
              
              17,878Deferred
                  income taxes
              
              
              206,584
              
              
              (198,700
              )Consulting
                  fees paid or payable with common stock
              
              
              75,000
              
              
              -Changes
                  in operating assets and liabilities:Trade
                  accounts receivable, net
              
              
              7,450
              
              
              19,765Fuel
                  tax receivable
              
              
              (24,079
              )
              
              (21,666
              )Inventories
              
              
              25,259
              
              
              (3,821
              )Prepaid
                  expenses
              
              
              30,030
              
              
              13,418-Deposits
                  and other assets
              
              
              -
              
              
              (1,460
              )Accounts
                  payable
              
              
              (34,605
              )
              
              (15,753
              )Payable
                  to banks and credit card companies
              
              
              198,820
              
              
              190,606Payroll
                  taxes payable
              
              
              74,255
              
              
              194,686Accrued
                  expenses
              
              
              39,133
              
              
              (33,455
              )Customer
                  deposits
              
              
              12,468
              
              
              26,010Accrued
                  salaries - officers
              
              
              25,400
              
              
              68,500Net
                  cash provided by (used in) operating activities
              
              
              (6,367
              )
              
              220,668Cash
                  flows from investing activities:Purchase
                  of property and equipment
              
              
              -
              
              
              (6,361
              )Net
                  cash used in investing activities
              
              
              -
              
              
              (6,361
              )Cash
                  flows from financing activities:Checks
                  drawn in excess of bank balance
              
              
              397,951
              
              
              106,176Principle
                  payments on note payable - banks
              
              
              (158,557
              )
              
              (33,972
              )Proceeds
                  from notes payable - related parties
              
              
              6,282,812
              
              
              85,618Payment
                  of notes payable - related parties
              
              
              (6,232,239
              )
              
              (49,786
              )Proceeds
                  received from due to stockholder
              
              
              205,237
              
              
              34,800Payment
                  of due to stockholder
              
              
              (164,861
              )
              
              (50,162
              )Principal
                  payments on motorcoach financing
              
              
              (94,942
              )
              
              (146,974
              )Repayment
                  of capitalized lease obligations
              
              
              (168,416
              )
              
              (164,623
              )Net
                  cash provided by (used in) financing activities
              
              
              66,985
              
              
              (218,923
              )Net
                  increase (decrease) in cash and cash equivalents
              
              
              60,618
              
              
              (4,616
              )Cash
                  and cash equivalents - beginning of period
              
              
              1,575
              
              
              7,706Cash
                  and cash equivalents - end of period
              
              $
              62,193
              
              $
              3,090**Supplemental
                  Information:**Cash
                  paid for interest
              
              $
              296,822
              
              $
              112,157Cash
                  paid for income taxes
              
              $
              -
              
              $
              -




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





4


**BESTWAY
      COACH EXPRESS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**SIX
      MONTHS ENDED MAY 31, 2007 AND 2006**


**(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 May 31, 2007, are not necessarily indicative of the operating results
      that
      may be expected for the full year ending November 30, 2007. These statements
      should be read in conjunction with the Company’s most recent annual financial
      statements for the year ended November 30, 2006, 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, a leased apartment for
      motorcoach drivers in Philadelphia, 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, one is owned by the Company, 11 are financed
      via capitalized leases with a term of seven years, and 11 are financed via
      a
      note payable with a term of seven years. The Company considers a motorcoach
      to
      be a “late model vehicle” during its second seven years of operations.





5




**BESTWAY
      COACH EXPRESS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**SIX
      MONTHS ENDED MAY 31, 2007 AND 2006**


**(UNAUDITED)**





2.  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





BUSINESS
      ACTIVITY (Continued)





The
      Company’s current liabilities exceeded its current assets by $5,151,060 at
      May 31, 2007. Continuing losses could endanger the Company’s viability as a
      going concern. However, management anticipates that revenues generated in 2006
      and 2007 will provide enough working capital to fund all operations for 2007.
      In
      addition to increasing rates charged to customers, the Company launched a new
      interstate commuter service in 2006 (as described below) that is expected to
      increase revenues. The Company does not expect to incur the same non-cash losses
      in 2007 as it did in 2006, 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 2007. 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. The Company’s average
      monthly revenues and expenses during the first six months of fiscal year 2007
      were $74,400 and $70,000, respectively.





CASH
      AND
      CASH EQUIVALENTS





The
      Company considers all highly liquid investments with an original maturity date
      of six 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**


**SIX
      MONTHS ENDED MAY 31, 2007 AND 2006**


**(UNAUDITED)**





2.  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





CONCENTRATION
      OF CREDIT RISK





The
      Company provides services within the New York City, New Jersey, Philadelphia,
      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**


**SIX
      MONTHS ENDED MAY 31, 2007 AND 2006**


**(UNAUDITED)**





2.  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





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 May 31, 2007, 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.




8


**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 a casino in Connecticut and destinations around New York
      City. On Fridays through Sundays, we increase the number of our roundtrip
      schedules to the casino to 19. We provide 5 roundtrip schedules on Mondays
      through Thursdays from New York City to several Atlantic City, New Jersey
      Casinos. We increase the number of roundtrip schedules to these Atlantic City
      casinos to 7 on Fridays through Sundays. Some of our motorcoaches make more
      than
      one roundtrip per day to and from the casinos that we serve.





During
      the years ended November 30, 2006 and 2005, approximately 4% and 10%,
      respectively, of our business came from providing motorcoaches for use by
      various travel agencies who organized tours to various destinations. We do
      not
      have any long-term contracts with these travel agencies and they book our
      motorcoaches for this purpose on an “as needed” basis. We get paid based upon
      the number of motorcoaches provided and the number of hours or mileage for
      which
      the motorcoaches are utilized. The tour business is seasonal with most bookings
      occurring during the summer months.





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.




9




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, we launched our new interstate commuter service. We now provide
      scheduled motorcoach service from a midtown location in New York City near
      Penn
      Station to a location in center city, Philadelphia. Currently, we offer 18
      scheduled runs daily to and from New York and Philadelphia 7 days a week. **** Commuters
      can either purchase tickets at ticket booths located at each destination or
      purchase tickets on line.





During
      the first six months of fiscal year 2007, new interstate commuter services
      generated approximately $74,400 in revenues and incurred approximately $70,000
      in expenses. We expect the revenues from the interstate commuter services to
      increase and the expenses to decrease until the service is normalized.





Management
      believes that this new interstate commuter service, if ultimately successful,
      could be a growth area for us. Management plans to closely review the
      contribution to earnings that this service provides to total earnings. If the
      contribution to earnings justifies it, then management may expand this service
      to other cities in the future.





The
      following table sets forth, for the periods presented, data regarding the total
      revenue and source of revenue earned by Bestway.





SIX
                MONTHS ENDEDMay
                31, 2007
            
            May
                31, 2006Amount
            
            Percentage
            
            Amount
            
            PercentageCasinos
            
            $
            2,119,068
            
            
            80
            %
            $
            2,805,387
            
            
            90
            %Phil.
                Run
            
            
            444,851
            
            
            17
            %
            
            -
            
            
            0
            %Tours
            
            
            57,450
            
            
            3
            %
            
            139,129
            
            
            4
            %Other
            
            
            13,848
            
            
            <1
            %
            
            182,251
            
            
            6
            %Total
            
            $
            2,635,217
            
            
            100
            %
            $
            3,126,767
            
            
            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.




10




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.





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 20% over the past few years. We cannot operate without
      insurance. In fiscal year 2006, we paid $609,168 in insurance premiums to insure
      our motorcoaches ($76,883 of which was for policies prepaid through various
      dates in 2007) and $91,086 in insurance premiums for worker’s compensation
      insurance. In fiscal year 2005, we paid $720,347 in insurance premiums to insure
      our motorcoaches and $79,052 in insurance premiums for worker’s compensation
      insurance. In 2004, we paid $475,851 in insurance premiums to insure our
      motorcoaches and $75,411 in insurance premiums for worker’s compensation
      insurance. At November 30, 2006 and 2005, we also owed $131,726 and $80,475
      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
      2006
      and 2005, 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.




11




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 each of the quarters ended
      May
      31, 2007 and 2006, cost of sales approximated 94% of total revenues. We spent
      approximately $293,342 a nd
      $329,160 on fuel in the quarters ending May 31, 2007 and 2006,
      respectively.





General
      and administrative expenses include costs associated with our headquarters
      in
      New York City, our Philadelphia commuter line, the Brooklyn terminal where
      we
      depot our motorcoaches, and managerial salaries. Management believes that it
      currently has sufficient staff to support anticipated revenue levels for fiscal
      year 2007. 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 May 31, 2007 Compared To May 31, 2006
      (Unaudited)**





The
      following table summarizes the results of our operations during the fiscal
      quarters ended May 31, 2007 and 2006, and provides information regarding the
      dollar and percentage increase or (decrease) in the second fiscal quarter of
      2007 compared to the second fiscal quarter of 2006.





**Line
                Item**
            
            **05/31/07**
            
            **05/31/06**
            
            **Increase
                (Decrease)**
            
            **Percentage**
              **Increase**
              **(Decrease)**Revenues
            
            
            1,431,289
            
            
            1,613,220
            
            
            (181,931
            )
            
            (11.3
            %)Net
                loss
            
            
            506,143
            
            
            183,579
            
            
            322,564
            
            
            175.7
            %Operating
                expenses
            
            
            1,351,596
            
            
            1,514,943
            
            
            (163,347
            )
            
            (10.8
            %)General
                and administrative expense
            
            
            319,463
            
            
            255,860
            
            
            63,603
            
            
            24.9
            %Interest
                expense
            
            
            163,081
            
            
            156,316
            
            
            6,765
            
            
            4.3
            %Loss
                per common share
            
            
            0.04
            
            
            0.01
            
            
            0.03
            
            
            300
            %




12




Total
      revenues during the second fiscal quarter of 2007 decreased $181,931 or 11.3%,
      to $1,431,289 as compared to $1,613,220 in the second fiscal quarter of 2006.
      The decrease in revenues was comprised mainly of decreases to casino revenues
      of
      $268,575, which was due mainly to the casinos implementing an open bid during
      the fourth quarter of 2006. This resulted in casino runs lost to our competitors
      with lower bids. The decrease to casino revenues was somewhat offset by an
      increase in our Philadelphia run revenues of $253,383 and an increase in tour
      revenues of $13,962 in the second quarter of 2007.





Operating
      expenses decreased $163,347, or 10.8%, to $1,351,596 for the second fiscal
      quarter of 2007 as compared to $1,514,943 in the same quarter in 2006. The
      decrease is due mainly to a ratable decrease in revenues, as explained in the
      previous paragraph. Fuel, tolls, and all related payroll costs decreased by
      a
      similar percentage decrease in revenues compared to the second fiscal quarter
      of
      2006. In addition, depreciation expense decreased by $16,366, as more buses
      are
      now fully depreciated.





General
      and administrative expenses in the second fiscal quarter of 2007 increased
      by
      $63,603, or 24.9%, from $255,860 in the second fiscal quarter of 2006 compared
      to $319,463 in the second fiscal quarter of 2007. The increase is due mainly
      to
      the incurrence of $37,500 in consulting expense payable with common stock during
      the second quarter of 2007, pursuant to an agreement entered into during the
      third quarter of 2006. ****





Interest
      expense in the second quarters of 2007 and 2006 were $163,081 and $156,316,
      respectively, resulting in a minimal increase of $6,765, or 4.3%, for late
      payments on the bus insurance policy.





**Liquidity
      and Capital Resources**





As
      of May
      31, 2007, we had $62,193 in cash and cash equivalents, total current assets
      of
      $360,479 and a working capital deficit of $5,151,060. We used $6,367 and
      generated $220,668 in cash flows from operating activities for the six months
      ending May 31, 2007 and 2006, respectively.





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 of $809,200. The interest rate is 8.25% per annum.





The
      financing provided by Caterpillar Financial Services Corporation is secured
      by a
      second priority lien on the motorcoaches and is personally guaranteed by Wilson
      Cheng, our Chairman, Chief Executive Officer and controlling stockholder. In
      consideration for personally guaranteeing 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 2006 and
      2007 fiscal years 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 $113,000. 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.




13




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
      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 $650,000
      in
      revenues on average or have revenues of approximately $8,000,000 per year.





***Cash
      Flow Analysis***





**Six
      Months Ended May 31, 2007 Compared to May 31, 2006
      (Unaudited)**





The
      following table summarizes the statements of cash flows from the financial
      statements:





Six
                Months Ended May 31,2007
            
            2006Net
                Cash Provided By (Used In) Operating Activities
            
            
            (6,367
            )
            
            220,668Net
                Cash (Used in) Investing Activities
            
            
            -
            
            
            (6,361
            )Net
                Cash Provided By (Used In) Financing Activities
            
            
            66,985
            
            
            (218,923
            )Net
                Increase (decrease) in Cash and Cash Equivalents
            
            
            60,618
            
            
            (4,616
            )Cash
                and Cash Equivalents - Beginning of Period
            
            
            1,575
            
            
            7,706Cash
                and Cash Equivalents - End of Period
            
            
            62,193
            
            
            3,090





For
      the
      six months ended May 31, 2007 and 2006, our operating activities generated
      (used) ($6,367) and $220,668 in cash, respectively, resulting in a net decrease
      of $227,035 of cash flows from operations. This decrease is partially
      attributable to a $137,626 decrease in gross profit and a $28,277 increase
      in
      general and administrative expenses during the six months ended May 31, 2007
      compared to the same period in 2006. In addition, we paid $296,822 in interest
      during the six months ended May 31, 2007, compared to only $112,157 during
      the
      six months ended May 31, 2006 - an increase of $184,665.


The
        Company engaged in minimal or no investing activities during the six months
        ended May 31, 2007 and 2006.


14




For
      the
      six months ended May 31, 2007 and 2006, our financing activities generated
      (used) $66,985and ($218,923) of cash, respectively. The net increase in cash
      flow generated from financing activities of $285,908 is primarily attributable
      to an increase of $291,775 in cash drawn in excess of available bank balance
      (similar to taking out a line of credit).





***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***





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 **.**




***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 our 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.





·
            *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.





15




***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 $*** ***360,479*** ***in current assets, of which only $62,193***  ***was
      cash and cash equivalents at May 31, 2007. Our total current liabilities as
      at
      such date were $5,511,539, resulting in a working capital deficit of $5,151,060.
      We also have long-term debt of $3,311,093.***





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.





***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 2006, we paid $609,168 in insurance premiums to insure our motorcoaches
      and
      $91,086 in insurance premiums for worker’s compensation insurance. In fiscal
      year 2005, we paid $720,347 in insurance premiums to insure our motorcoaches
      and
      $79,052 in insurance premiums for worker’s compensation insurance. In 2004, we
      paid $475,851 in insurance premiums to insure our motorcoaches and $75,411
      in
      insurance premiums for worker’s
      compensation insurance. At November 30, 2006 and 2005, we also owed $131,726
      and
      $80,475 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 2006 and 2005, 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.




16




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.





**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, 63.22% of our outstanding common stock.
      Mr. Cheng, our Chief Executive Officer, owns 61.18% 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; 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.




17




**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.***





On
      June
      28, 2006, our common stock commenced quotation on the NASD Over-the-Counter
      Bulletin Board under the symbol BWCX.OB. We are optimistic that a market for
      our
      common stock will develop, however, there currently is no public market for
      our
      common stock, and no assurance can be given that a market will develop or that
      a
      shareholder ever will be able to liquidate his investment without considerable
      delay, if at all. If a market should develop, the price may be highly volatile.
      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.





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 13,750,000 shares of common stock, and currently
      have 13,730,000 shares outstanding, all of which are available for future sale.




18




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 six months, and any of the restricted shares may be sold
      by a
      non-affiliate after they have been held two years.





***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
      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**





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, as of the end of the
      period covered by this report on Form 10-QSB. 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, and that such information is accumulated and
      is
      communicated to our management, including our principal executive and principal
      financial officer, or persons performing similar functions, as appropriate,
      to
      allow timely decisions regarding required disclosure. Based on that evaluation,
      our management concluded that, as of May 31, 2007, 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.




19




**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.





On
      July
      1, 2006, we entered into a consulting agreement with an unrelated party (the
      Consultant), whereby the Consultant would be issued 100,000 shares of our common
      stock for services rendered. In accordance with a Form S-8 filed with the
      Securities and Exchange Commission on November 3, 2006, we subsequently issued
      50,000 of the shares of our Common Stock to the Consultant on November 3, 2006
      at a price of $1.50 per share. This price was based on the last sale of our
      common stock reported on the OTC Bulletin Board as of a date within five
      business days prior to the filing of the Form S-8. Pursuant to the consulting
      agreement, the remaining 50,000 shares will be issued upon the conclusion of
      the
      Agreement’s term. We pro-rated the $75,000 total value of the shares issued, and
      recorded a consulting expense of $62,500 during the year ended November 30,
      2006, and an expense prepaid with common stock of $12,500 at November 30, 2006.
      A $12,500 expense was recorded each month during the six months ended May 31,
      2007, resulting in $137,500 total consulting expense recognized during the
      11
      months since the agreement’s inception. The remaining $12,500 will be expensed
      during the quarter ended August 31, 2007, at which point the remaining 50,000
      shares will be issued.





In
      June
      2005, we issued Wilson Cheng, our Chairman and CEO, 2,000,000 shares of our
      common stock in exchange for his personal guaranty 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 guaranty 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 guaranty
      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 May
      31,
      2007.





20


**ITEM
      5. OTHER INFORMATION.**





None.





**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.





21


**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.






**BESTWAY COACH EXPRESS,
              INC.**DATED:
****July
              23, 2007
            
            
            /s/
              Wilson
              ChengWilson Cheng
              Chairman, Chief Executive Officer 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.