Unassociated Document

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, 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 incorporation or organization)		(I.R.S. Empl. Ident. No.)

2 Mott Street, 7^th Floor, 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 July 19, 2006, are as follows:

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

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

BESTWAY COACH EXPRESS INC.

BALANCE SHEET

As of May 31, 2006 (UNAUDITED) Assets
Current assets
Cash and cash equivalents	$	3,090
Trade accounts receivable, net		157,688
Fuel tax receivable		101,824
Inventories		125,901
Prepaid expenses		88,052
Total current assets		476,555
Property and equipment
Total property and equipment		8,855,098
Less: accumulated depreciation and amortization		(2,875,041	)
Property and equipment, net		5,980,057
Other assets
Deferred income taxes		122,263
Deposits and other assets		9,418
Total other assets		131,681

Total assets	$	6,588,293

Liabilities and Stockholders’ Deficit
Current liabilities
Checks drawn in excess of bank balance	$	141,975
Current portion of notes payable - banks		74,279
Current portion - motorcoach financing		409,849
Current maturities of capital lease obligations		764,235
Notes payable - related parties		243,844
Notes payable - banks and credit card companies		485,352
Accounts payable		221,072
Payroll taxes payable		507,516
Accrued expenses		183,626
Customer deposits		27,860
Accrued salaries - officers		1,000,500
Total current liabilities		4,060,108
Long-term liabilities
Capital lease obligations, net of
current maturities & deferred refinance costs		494,711
Notes payable - banks, less current portion		244,661
Motorcoach financing, net of
current maturities & deferred guarantee costs		3,297,338
Due to stockholder		30,470
Total long-term liabilities		4,067,180

Total liabilities		8,127,288

Stockholders’ deficit
Common stock, $.001 par value, 20,000,000 shares authorized, 13,700,000 shares issued, 13,680,000 shares outstanding		13,700
Additional paid-in-capital		625,800
Retained deficit		(2,176,495	)
Total paid-in capital and retained deficit		(1,536,995	)
Less: Cost of treasury stock (20,000 shares)		(2,000	)
Total stockholders' deficit		(1,538,995	)
Total liabilities and stockholders’ deficit	$	6,588,293

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

BESTWAY COACH EXPRESS INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the three months ended						For the six months ended
	May 31,						May 31,
	2006			2005			2006			2005

Revenues	$	1,613,220		$	1,645,474		$	3,126,767		$	2,952,744

Operating expenses		1,514,943			1,430,961			2,849,273			2,600,501

Gross profit		98,277			214,513			277,494			352,243

General and administrative expenses		255,860			187,483			516,193			306,677

Income (loss) from operations		(157,583	)		27,030			(238,699	)		45,566

Other income (expense)
Interest income		-			-			28			7,664
Other income		10,320			-			10,320			392
Interest expense		(156,316	)		(108,521	)		(277,350	)		(223,073	)
Loss on trade-in of assets under capital lease		-			(113,592	)		-			(113,592	)

Total other income (expense)		(145,996	)		(222,113	)		(267,002	)		(328,609	)

Loss before provision for taxes		(303,579	)		(195,083	)		(505,701	)		(283,043	)

Provision for income tax benefit		120,000			78,033			198,700			113,217

Net loss	$	(183,579	)	$	(117,050	)	$	(307,001	)	$	(169,826	)

Loss per share - basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.01	)

Weighted average number of shares used to determine loss per share		13,680,000			11,680,000			13,680,000			11,680,000

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

BESTWAY COACH EXPRESS INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the six months ended May 31,
	2006			2005
Cash flows from operating activities:
Net income (loss)	$	(307,001	)	$	(169,826	)
Adjustment to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization - fixed assets		271,661			276,163
Amortization of deferred guarantee and refinance costs		17,878			-
Deferred income taxes		(198,700	)		(113,217	)
Loss on trade-in of capitalized leases		-			113,592
Changes in operating assets and liabilities:
Trade accounts receivable, net		19,765			(27,702	)
Fuel tax receivable		(21,666	)		26,281
Insurance proceeds receivable		-			111,905
Inventories		(3,821	)		34,405
Prepaid expenses		13,418			4,462
Deposits and other assets		(1,460	)		(7,847	)
Accounts payable		(15,753	)		(174,093	)
Payable to banks and credit card companies		190,606			112,113
Payroll taxes payable		194,686			89,382
Accrued expenses		(33,455	)		(79,477	)
Customer deposits		26,010			2,150
Accrued salaries - officers		68,500			(28,728	)
Net cash provided by (used in) operating activities		220,668			169,563

Cash flows from investing activities:
Purchase of property and equipment		(6,361	)		(38,122	)
Net cash used in investing activities		(6,361	)		(38,122	)

Cash flows from financing activities:
Checks drawn in excess of bank balance		106,176			9,983
Principle payments on note payable - banks		(33,972	)		(29,792	)
Proceeds from notes payable - related parties		85,618			99,695
Payment of notes payable - related parties		(49,786	)		(36,200	)
Proceeds received from due to stockholder		34,800			-
Payment of due to stockholder		(50,162	)		(3,868	)
Principal payments on motorcoach financing		(146,974	)		-
Purchase of treasury stock		-			(2,000	)
Repayment of capitalized lease obligations		(164,623	)		(367,361	)
Net cash used in financing activities		(218,923	)		(329,543	)
Net increase (decrease) in cash and cash equivalents		(4,616	)		(198,102	)
Cash and cash equivalents - beginning of period		7,706			258,451

Cash and cash equivalents - end of period	$	3,090		$	60,349

Supplemental Information:

Cash paid for interest	$	112,157		$
Cash paid for income taxes	$	-		$	-

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

BESTWAY COACH EXPRESS, INC.

NOTES TO FINANCIAL STATEMENTS

SIX MONTHS ENDED May 31, 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 May 31, 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 capital 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.

BESTWAY COACH EXPRESS, INC.

NOTES TO FINANCIAL STATEMENTS

SIX MONTHS ENDED May 31, 2006 AND 2005

(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

BUSINESS ACTIVITY (Continued)

The Company’s current liabilities exceeded its current assets by $3,583,553 at May 31, 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 quarter ended May 31, 2006, the new interstate commuter services generated approximately $180,000 in revenues and incurred approximately $280,000 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.

BESTWAY COACH EXPRESS, INC.

NOTES TO FINANCIAL STATEMENTS

SIX MONTHS ENDED May 31, 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.

BESTWAY COACH EXPRESS, INC.

NOTES TO FINANCIAL STATEMENTS

SIX MONTHS ENDED May 31, 2006 AND 2005

(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

CHANGES IN PRESENTATION OF COMPARATIVE STATEMENTS

Certain accounts were reclassified for the six months ended May 31, 2005 to conform to the six months ended May 31, 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 maintains a 6,000-gallon above-ground storage tank at its Brooklyn garage depot. The resulting waste from this tank, as well as any from their motor coaches, must be disposed of in accordance with regulatory requirements. In the event of a spill, the Company would be responsible for the cost of the clean up, which could be significant.

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. As of May 31, 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 quarter incurred. Advertising expense was approximately $38,000 and $950 for the six months ended May 31, 2006 and 2005, respectively, and have been included in general and administrative expenses on the statements of operations

BESTWAY COACH EXPRESS, INC.

NOTES TO FINANCIAL STATEMENTS

THREE MONTHS ENDED May 31, 2006 AND 2005

(UNAUDITED)

3.	TRADE RECEIVABLES

Trade receivables are carried at original invoice amount. Trade receivables as of May 31, 2006 were $157,688 (net of allowance), of which $125,010 (79%) was from one casino customer. Management determines the allowance for doubtful accounts after reviewing individual customer accounts as well as considering both historical and expected credit loss experience. At May 31, 2006 the reserve 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.

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.

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.

As of June 28, 2006, our common stock has been quoted under the symbol “BWCX.OB” on the NASD over-the-counter electronic bulletin board maintained by the National Association of Securities Dealers, Inc. So far the common stock has experienced almost no trading.

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

	SIX MONTHS ENDED
	May 31, 2006					May 31, 2005
	Amount		Percentage			Amount		Percentage

Casinos	$	2,805,387		90	%	$	2,811,915		95	%

Tours		139,129		4	%		140,029		5	%

Other		182,251		6	%		800		<1	%

Total	$	3,126,767		100	%	$	2,952,744		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.

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 workers’ 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 workers’ 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 May 31, 2006 we also owed $44,614 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.

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 (Operating Expenses)

The principal elements of the costs of sales are labor, fuel, parts, vehicle insurance, equipment lease expense and rent. For the quarters ended May 31, 2006 and 2005, cost of sales approximated 94% and 87% of revenues, respectively. We spent approximately $329,160 and $250,942 on fuel in the quarters ending May 31, 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 our 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 May 31, 2006 Compared To May 31, 2005 (Unaudited)

The following table summarizes the results of our operations during the fiscal quarter ended May 31, 2006 and 2005 and provides information regarding the dollar and percentage increase or (decrease) for the second fiscal quarter of 2006 compared to the second fiscal quarter of 2005.

Line Item	5/31/06	5/31/05	increase (decrease)	Percentage increase (decrease)

Revenues	1,613,220	1,645,474	(32,254)	(1.9%)
Net income (loss)	(183,579)	(117,050)	66,529	56.8%
Operating Expenses	1,514,943	1,430,961	83,982	5.8 %
General and Administrative Expense	255,860	187,483	68,377	36.5%
Interest Expense	(156,316)	(108,521)	47,795	44%
Earnings (Loss) per common share	(0.01)	(0.01)	0	N/A

Total revenues during the second fiscal quarter of 2006 decreased $32,254 or 1.9%, to $1,613,220 as compared to the second fiscal quarter of 2005. The decrease in revenues was primarily due to redirecting four of our motorcoaches from our line runs and chartered routes (which were operating at full or nearly-full capacity) to launch the new Philadelphia motorcoach route that commenced in February 2006. We anticipate a steady increase in revenues as the Philadelphia motorcoaches reach their full operating capacities.

Operating expenses experienced a net increase of $83,982, or 5.8%, to $1,514,943 for the second 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 second fiscal quarter of 2006 compared to 2005:

Fuel expense increased by $78,271, due to a rise in the cost of fuel;

Bus insurance increased by $53,385, due to a rise in insurance costs;

Ticket sellers’ payroll increased by $32,034, due to our new Philadelphia run, which requires the utilization of additional ticket sellers; and

Parts and supplies decreased by $77,692, due to the acquisition of new motorcoaches in May 2005. These motorcoaches required much less repairs and maintenance.

General and administrative expenses in the second fiscal quarter of 2006 increased by $68,377, or 36.5%, from $187,483 in the second fiscal quarter of 2005 compared to $255,860 in the second fiscal quarter of 2006. The increase is primarily due to increases in the following expenses from the second fiscal quarter of 2006 compared to 2005:

Commissions increased by $20,937, due to the Company’s implementation of a commissions program to stimulate ticket sales for the new Philadelphia route.

Advertising expense increased by $15,663, due to promotion of our new Philadelphia run;

Bank charges and credit card fees increased by $14,421, due to credit card fees borne by the Company for Philadelphia route tickets purchased with credit cards by customers.

Interest expense in the second quarter of 2006 was $156,316 and interest expense in the same quarter of 2005 was $108,521. Interest expense increased $47,795 in the second fiscal quarter of 2006 or 44% compared to the same quarter of last year mainly due to the amortization of a deferred guarantee cost incurred with the motorcoach purchase in June 2005, an increase in interest expense on credit card debt (attributable to an increase in overall credit card balances), and interest expense incurred on a new SBA loan entered into in August 2005.

Liquidity and Capital Resources

As of May 31, 2006, we had $3,090 in cash and cash equivalents, total current assets of $476,555 and a working capital deficit of $3,583,553. We generated $220,668 and $169,563 in cash flows from operating activities for the six months ended May 31, 2006 and 2005, 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. 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 and 2006 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 $113,342. 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.

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 $550,000 in revenues on average or have revenues of approximately $8,000,000 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

Six months ended May 31, 2006 compared to May 31, 2005 (Unaudited)

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

	Six Months Ended May 31,
	2006	2005
Net Cash Provided By (Used In) Operating Activities	220,668	169,563
Net Cash (Used) Provided By Investing Activities	(6,361)	(38,122)
Net Cash Provided By (Used In) Financing Activities	(218,923)	(329,543)
Net increase (decrease) in Cash and Cash Equivalents	(4,616)	(198,102)
Cash and Cash Equivalents - Beginning of Period	7,706	258,451
Cash and Cash Equivalents - End of Period	3,090	60,349

For the six months ended May 31, 2006 and 2005, our operating activities generated $220,668 and $169,563 in cash, respectively. This increase in cash flows from operations is primarily attributable to an increase in credit card debt. Fuel and tolls are an integral part of our operations and are typically paid for with credit cards due to convenience. Accordingly, the increase in fuel and toll costs during the six months ended May 31, 2006 have resulted in an increased credit card liability, which is considered an increase in cash flows from operations.

For the six months ended May 31, 2006 and 2005, we used $6,361 and $38,122, respectively, in investing activities. This decrease in cash used in investing activities is attributable to a decrease in the amount of fixed assets purchased during the six months ended May 31, 2006.

For the six months ended May 31, 2006 and 2005, we used $218,923 and $329,543, respectively, in financing activities. The decrease in cash flow used in financing is primarily attributable to lower required principal 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.

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 have $476,555 in current assets of which only $3,090 was cash and cash equivalents at May 31, 2006. Our total current liabilities at May 31, 2006 were $4,060,108, resulting in a working capital deficit of $3,583,553. We also have long-term debt of $4,067,180.

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.

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.

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 workers’ 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 workers’ compensation insurance. At May 31, 2006, we also owed $44,614 for various insurance and workers’ 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.

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.

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. Unless and until our common shares are quoted on the NASDAQ system or listed on a national securities exchange, it is likely that the common shares will be defined as “penny stocks” under the Exchange Act and SEC rules thereunder.

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.

Our stock is a penny stock and there are significant risks related to buying and owning penny stocks.

Rule 15g-9 under the Securities Exchange Act of 1934 imposes additional sales practice requirements on broker-dealers that sell non-NASDAQ listed securities except in transactions exempted by the rule, including transactions meeting the requirements of Rule 506 of Regulation D under the Securities Act and transactions in which the purchaser is an institutional accredited investor (as defined) or an established customer (as defined) of the broker or dealer. For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. Consequently, this rule may adversely affect the ability of broker-dealers to sell our securities and may adversely affect your ability to sell any of the securities you own.

The Securities and Exchange Commission regulations define a "penny stock" to be any non-NASDAQ equity security that has a market price (as defined in the regulations) of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to some exceptions. For any transaction by a broker-dealer involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Our market liquidity could be severely adversely affected by these rules on penny stocks.

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.

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 May 31, 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.

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 May 31, 2006.

ITEM 5. OTHER INFORMATION

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.

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.

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: July 24, 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 Description

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.