SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Rule 13e-100)

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES

EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

BESTWAY, INC.

(Name of the Issuer)

Bestway, Inc.

(Name of Person(s) Filing Statement)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

086584-20-8

(CUSIP Number of Class of Securities)

David A. Kraemer

President and Chief Executive Officer

7800 Stemmons Freeway, Suite 320

Dallas, Texas 75247

(214) 630-6655

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of Person(s) Filing Statement)

Copy to:

J. Kenneth Menges, Jr., P.C.

Akin Gump Strauss Hauer & Feld LLP

1700 Pacific Avenue, Suite 4100

Dallas, Texas

(214) 969-2800

This statement is filed in connection with (check the appropriate box):

a.	x	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	¨	The filing of a registration statement under the Securities Act of 1933.
c.	¨	A tender offer.
d.	¨	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

Calculation of Filing Fee

Transaction Valuation(1)	Amount of Filing Fee
$104,000	$13.18

(1) Calculated solely for purposes of determining the filing fee. This amount assumes the acquisition of approximately 8,000 shares of Common Stock for $13.00 per share in cash in lieu of issuing fractional shares to holders of less than one share after the proposed reverse/forward stock split.

¨ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Filing Party:
Form or Registration No.:	Date Filed:

INTRODUCTION

This Rule 13e-3 Transaction Statement is being filed concurrently with the filing of a preliminary proxy statement pursuant to Regulation 14A under the Securities Exchange Act of 1934, which we refer to herein as the Proxy Statement. The information contain in the Proxy Statement, including all annexes thereto, is hereby expressly incorporated herein by reference. As of the date of this Schedule 13E-3, the Proxy Statement is in preliminary form and is subject to completion or amendment. Capitalized terms used but not defined in this Schedule 13E-3 shall have the meanings given to them in the Proxy Statement.

Item 1. Summary Term Sheet.

The section entitled “Summary Term Sheet” set forth in the Proxy Statement is incorporated herein by reference.

Item 2. Subject Company Information.

(a) Name and Address. The name of the subject company is Bestway, Inc., a Delaware corporation (the “Company”). The Company’s principal executive offices are located at 7800 Stemmons Freeway, Suite 320, Dallas, Texas 75247. The Company’s telephone number is (214) 630-6655.

(b) Securities. The subject class of equity securities to which this Schedule relates is the Company’s common stock, par value $.01 per share (the “Common Stock”), of which 1,683,272 shares were issued and outstanding as of November 4, 2004.

(c) Trading, Market and Prices. The information set forth in the Proxy Statement under “Additional Information Regarding the Reverse/Forward Stock Split—Market for Common Stock” is incorporated herein by reference.

(d) Dividends. The information set forth in the Proxy Statement under “Additional Information Regarding the Reverse/Forward Stock Split —Dividend Policy” is incorporated herein by reference.

(e) Prior Public Offerings. The Company has not made an underwritten public offering of the Common Stock for cash during the three years preceding the date of the filing of this Schedule 13E-3.

(f) Prior Stock Purchases. The Company has not purchased any Common Stock during the two years preceding the date of the filing of this Schedule 13E-3.

Item 3. Identity and Background of Filing Person.

(a) Name and Address. The filing person, the Company, is also the subject company. The Company’s address and telephone number are provided in Item 2(a) above. The executive officers and directors of the Company are set forth below.

Executive Officers

David A. Kraemer, President and Chief Executive Officer

Beth A. Durrett, Chief Financial Officer and Secretary

Board of Directors

R. Brooks Reed, Chairman of the Board

Jack E. Meyer

1

James A. O’Donnell

Bernard J. Hinterlong

David A. Kraemer

The address of each executive officer and director of the Company is c/o Bestway, Inc., 7800 Stemmons Freeway, Suite 320, Dallas, Texas 75247 and the telephone number is (214) 630-6655.

The address of O’Donnell & Masur, L.P., which beneficially owns a controlling interest in the Company, is 5949 Sherry Lane, Dallas, Texas 75225, and its telephone number is (214) 265-2021.

(b) Business and Background of Entities Other than the Company. O’Donnell & Masur, L.P., which beneficially owns a controlling interest in the Company, is a venture capital investment firm. During the last five years, O’Donnell & Masur, L.P. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and has not been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of those laws.

(c) Business and Background of Natural Persons. The information set forth in Item 3(a) above and in the Proxy Statement under “Proposal No. 2 Election of Directors” is incorporated herein by reference. All of the Company’s directors and executive officers are United States citizens. During the last five years and to the Company’s knowledge, none of the Company’s directors or executive officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of those laws.

Item 4. Terms of the Transaction.

(a) Material Terms. The information set forth in the Proxy Statement under “Summary Term Sheet,” “Proposal No. 1 Amendment to the Company’s Amended and Restated Certificate of Incorporation,” “Special Factors,” and “Additional Information Regarding the Reverse/Forward Stock Split” is incorporated herein by reference.

(c) Different Terms. The information set forth in the Proxy Statement under “Summary Term Sheet,” “Special Factors—Effect of the Reverse/Forward Stock Split,” “Special Factors—Effect on Stockholders With Fewer Than 100 Shares of Common Stock,” and “Special Factors—Effect on Stockholders With 100 or More Shares of Common Stock” is incorporated herein by reference.

(d) Appraisal Rights. The information set forth in the Proxy Statement under “Additional Information Regarding the Reverse/Forward Stock Split—Dissenters’ and Appraisal Rights” is incorporated herein by reference.

(e) Provisions for Unaffiliated Security Holders. The Company has not made any provision in connection with the transaction to grant unaffiliated security holders access to the Company’s corporate files or to obtain counsel or appraisal services at the Company’s expense.

(f) Eligibility for Listing or Trading. The information set forth in the Proxy Statement under “Summary Term Sheet” and “Special Factors—Effects on Company” is incorporated herein by reference.

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Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a) Transactions. The information set forth in the Proxy Statement under “Certain Relationships and Related Transactions” is incorporated herein by reference.

(b) Significant Corporate Events. Not applicable.

(c) Negotiations or Contacts. Not applicable.

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under “Certain Relationships and Related Transactions” is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) Use of Securities Acquired. Not applicable as to the fractional shares resulting from the proposed Reverse/Forward Stock Split, which will not be used. The holders of such fractional shares will be entitled to receive $13.00 per pre-split share.

(b) Plans.

(1) None.

(2) None.

(3) The information set forth in the Proxy Statement under “Summary Term Sheet” and “Special Factors – Effects on the Company” is incorporated herein by reference.

(4) None.

(5) None.

(6) The information set forth in the Proxy Statement under “Summary Term Sheet,” “Special Factors – Purpose of the Reverse/Forward Stock Split,” “Special Factors – Effect of the Reverse/Forward Stock Split,” “Special Factors – Effect of the Reverse/Forward Stock Split,” “Special Factors – Effects on the Company” is incorporated herein by reference.

(7) The information set forth in the Proxy Statement under “Summary Term Sheet,” “Proposal No. 1 Amendment to the Company’s Amended and Restated Articles of Incorporation – Structure of the Reverse/Forward Stock Split,” “Special Factors - Purpose of the Reverse/Forward Stock Split,” “Special Factors – Effect of the Reverse/Forward Stock Split” and “Special Factors – Effects on the Company” is incorporated herein by reference.

(8) The information set forth in the Proxy Statement under “Summary Term Sheet,” “Proposal No. 1 Amendment to the Company’s Amended and Restated Articles of Incorporation – Structure of the Reverse/Forward Stock Split,” “Special Factors – Purpose of the Reverse/Forward Stock Split,” “Special Factors – Effect of the Reverse/Forward Stock Split” and “Special Factors – Effects on the Company” is incorporated herein by reference.

Item 7. Purposes, Alternatives, Reasons and Effects.

(a) Purposes. The information set forth in the Proxy Statement under “Special Factors—Purpose of the Reverse/Forward Stock Split” is incorporated herein by reference.

(b) Alternatives. The information set forth in the Proxy Statement under “Special Factors—Alternatives to the Reverse/Forward Stock Split” is incorporated herein by reference.

(c) Reasons. The information set forth in the Proxy Statement under “Summary Term Sheet,” “Special Factors—Purpose of the Reverse/Forward Stock Split,” “Special Factors—Reason for the Reverse Stock Split” and “Special Factors—Reason for the Forward Stock Split” is incorporated herein by reference.

(d) Effects. The information set forth in the Proxy Statement under “Summary Term Sheet,” “Special Factors—Effect of the Reverse/Forward Stock Split,” “Special Factors—Effects on Stockholders with Fewer Than 100 Shares,” “Special Factors—Effects on Stockholders With 100 or More Shares,” “Special Factors—Effects on the Company” and “Special Factors—Federal Income Tax Consequences,” is incorporated herein by reference.

Item 8. Fairness of the Transaction.

(a) Fairness and (b) Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under “Summary Term Sheet” and “Special Factors—Fairness of the Transaction” is incorporated herein by reference.

(c) Approval of Security Holders, (d) Unaffiliated Representatives and (e) Approval of Directors. The information set forth in the Proxy Statement under “Special Factors—Fairness of the Transaction” is incorporated herein by reference.

(f) Other Offers. Not applicable.

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Item 9. Reports, Opinions, Appraisals and Negotiations.

(a) Report, Opinion or Appraisals and (b) Preparer and Summary of the Report. The information set forth in the Proxy Statement under “Special Factors—Opinion of Financial Advisor” is incorporated herein by reference.

(c) Availability of Documents. Not applicable.

Item 10. Source and Amounts of Funds or Other Consideration.

(a) Source of Funds, (b) Conditions, (c) Expenses and (d) Borrowed Funds. The information set forth in the Proxy Statement under “Additional Information Regarding the Reverse/Forward Stock Split—Source of Funds and Expenses” is incorporated herein by reference.

Item 11. Interest in Securities of the Subject Company.

(a) Securities Ownership. The information set forth in the Proxy Statement under “Security Ownership of Certain Beneficial Owners” is incorporated herein by reference.

(b) Securities Transactions. The Company has not and to the best of the Company’s knowledge, none of its directors or executive officers has, effected any transaction in the Common Stock during the 60 days preceding the date of filing this Schedule 13E-3.

Item 12. The Solicitation or Recommendation.

(d) Intent to Tender or Vote in a Going Private Transaction and (e) Recommendations of Others. The information set forth in the Proxy Statement under “Additional Information Regarding the Reverse/Forward Stock Split — Special Interests of the Affiliated Persons in the Reverse/Forward Stock Split” and “Additional Information Regarding the Reverse/Forward Stock Split —Recommendation of the Board of Directors” is incorporated herein by reference.

Item 13. Financial Statements.

(a) Financial Information. The audited financial statements and unaudited interim financial statements are incorporated by reference in the Proxy Statement from the Company’s Annual Report on Form 10-K for the year ended July 31, 2004, as filed with the Securities and Exchange Commission on October 25, 2004. The information set forth in the Proxy Statement under “Additional Information Regarding the Reverse/Forward Stock Split—Financial Information” is incorporated herein by reference.

(b) Pro Forma Information. Not applicable.

(c) Summary Information. The information set forth in the Proxy Statement under “Additional Information Regarding the Reverse/Forward Stock Split—Financial Information” is incorporated herein by reference.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

(a) Solicitation or Recommendation and (b) Employees and Corporate Assets. The information set forth in the Proxy Statement under “Costs of Proxy Solicitation and the Reverse/Forward Stock Split” is incorporated herein by reference.

Item 15. Additional Information.

The information contained in the Proxy Statement, including all appendices attached thereto, is incorporated herein by reference.

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Item 16. Exhibits.

EXHIBIT INDEX

Exhibit A	—	Amended Definitive Proxy Statement of the Company (incorporated by reference to the Schedule 14A filed by the Company on February     , 2005).
Exhibit B	—	Presentation to the Special Committee of the Board of Directors by Southwest Securities.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 4, 2005	/s/ Beth Durrett
	Beth Durrett, Chief Financial Officer

EX-99.A

EXHIBIT B

Exhibit A

Presentation to

The Special Committee of the Board of Directors

Bestway, Inc.

October 25, 2004

1201 Elm Street, Suite 3500

Dallas, Texas 75270

(214) 859-5800

Preface

This book has been prepared by Southwest Securities, Inc. (“SWS”) as part of a presentation being made in support of our opinion as to the fairness of the terms of the proposed transaction from a financial point of view. The material in this book and our analyses contained herein are confidential and are for the use of the Special Committee of the Board of Directors of Bestway, Inc. (“Bestway” or the “Company”) and its advisors only. Any publication or use of this material or the analyses contained herein without the express written consent of SWS is strictly prohibited.

Among the activities conducted in the course of our engagement as financial advisor, SWS received and reviewed business and financial information of the Company as developed by the Company and held discussions with the management of the Company regarding this information. In connection with the analysis contained herein, we have not independently verified any such information and have relied on all such information as being complete and accurate in all material respects. In addition, we have not obtained any independent appraisal of the assets of the Company.

Several analytical methodologies have been employed herein and no one method of analysis should be regarded as critical to the overall conclusion we have reached. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The conclusions we have reached are based on all the analyses and factors presented herein taken as a whole and also on application of our own experience and judgment. Such conclusion may involve significant elements of subjective judgment or qualitative analysis. We therefore give no opinion as to the value or merit standing alone of any one or more parts of the material that follows. Our only opinion is the formal written opinion we have expressed as to the fairness from a financial point of view. The opinion, the analyses contained herein and all conclusions drawn from such analyses are necessarily based upon market, economic and other conditions that exist and can be evaluated as of the date of this book.

Table of Contents

Executive Summary 1

Historical Price and Volume Performance 2

Selected Comparable Public Companies 3

Merger and Acquisition Transactions 4

Discounted Cash Flow Analysis 5

Reverse Split Going Private Transaction Analysis 6

Summary Valuation Analysis 7

Rationale and Conclusions 8

Executive Summary

Executive Summary

The management of Bestway has proposed a reverse and forward stock split resulting in a going private transaction.

The Company plans to effect a reverse split of the Company’s common stock at a ratio of 1 for 100, followed immediately by a forward 100 for 1 split of the common stock, and to provide for payment in cash to those stockholders holding, prior to the reverse stock split, fewer than 100 shares of common stock.

As of October 2004, the Company estimates that 296 of the approximate 366 stockholders of record have less than 100 shares.

After the reverse and forward split, with fractional share repurchases, the Company estimates it will have approximately 70 stockholders.

Once the Company has fewer than 300 stockholders, it can terminate its public company status.

Stockholders owning less than 100 shares of common stock prior to the reverse split will receive cash in lieu of the fractional shares created as a result of the reverse split.

No commissions will be charged to stockholders who receive cash in lieu of fractional shares.

You have asked for our recommendation as to the appropriate cash payment amount per share for the fractional shares to be held by stockholders presently owning less than 100 shares of the Company’s common stock.

Executive Summary

Public company costs are high and increasing:

The costs related to the Sarbanes-Oxley Act, increased D&O insurance expenses, audit costs and the implementation of related corporate governance reforms have become prohibitive.

The costs associated with retaining public status, servicing stockholders and continuing public communication remain high.

The time demands on management and employees associated with public company status are significant:

Preparing public reports, filings, press releases and Regulation FD compliance.

Since the Company has relatively few executive personnel, these indirect costs can be substantial.

Investor relations and communication with stockholders takes management time.

Stockholders are unable to benefit fully from public company status due to limited liquidity and the Company’s micro-cap classification:

Stockholders are not able to move into or out of stock positions without materially impacting the market price.

The Company is not able to raise capital conventionally in public markets.

The Company is not an attractive investment for institutional investors.

The Company is not able to effectively use shares for acquisitions.

Executive Summary

Other strategic alternatives have been examined by management and determined to be either unattractive or not viable:

Maintain status quo – Continue to shoulder public company costs without the associated benefits.

M&A opportunities – Management and significant stockholders have determined not to pursue this alternative at this time.

A reverse split provides multiple benefits:

Reduces direct and indirect costs.

Saves management and employee time.

Stockholders can exit the investment at a premium to current prices or retain a position in a private company.

Small stockholders are able to sell without a commission.

Small stockholders can retain ownership by acquiring additional shares.

The cash demands on the Company to accomplish the reverse split are predictable.

Executive Summary - Overview of the Company

Bestway, Inc.

Balance Sheets

(Dollar amounts in thousands)

July 31, 2003 July 31, 2004

$ % $ %

Assets

Cash and equivalents $ 306 1.5% $ 692 3.6%

Prepaid Expenses 190 0.9% 208 1.1%

Taxes receivable 181 0.9% - 0.0%

Deferred income taxes 302 1.5% 148 0.8%

Other assets 45 0.2% 35 0.2%

Rental merchandise, at cost 22,488 112.4% 22,926 118.3%

less accumulated depreciation (8,630) -43.1% (8,980) -46.3%

13,858 69.3% 13,946 72.0%

Property and equipment, at cost 8,702 43.5% 8,594 44.4%

less accumulated depreciation (5,969) -29.8% (6,358) -32.8%

2,733 13.7% 2,236 11.5%

Employee advance 855 4.3% 683 3.5%

Non-competes, net of amortization 307 1.5% 201 1.0%

Goodwill, net of amortization 1,225 6.1% 1,225 6.3%

Total assets $ 20,002 100.0% $ 19,376 100.0%

Liabilities and Stockholders' Equity

Accounts payable $ 751 3.8% $ 606 3.1%

Accrues interest - related parties 21 0.1% 21 0.1%

Other accrued liabilities 1,460 7.3% 1,543 8.0%

Income taxes payable - 0.0% 53 0.3%

Notes payable - related parties 3,000 15.0% 3,000 15.5%

Notes payable - other 6,451 32.3% 5,434 28.0%

Total stockholders' equity 8,319 41.6% 8,719 45.0%

Total liabilities and stockholders' equity $ 20,002 100.0% $ 19,376 100.0%

Executive Summary-Overview of the Company

Bestway, Inc.

Income Statements

(Dollar amounts in thousands, except per share amounts)

Year ended July 31,

2001 2002 2003 2004

Rental and fee income $ 35,489 $ 31,916 $ 33,618 $ 36,203

Sales of merchandise 424 1,618 1,889 1,713

Total Revenue 35,913 33,534 35,507 37,916

Costs and operating expenses:

Depreciation and amortization:

Rental merchandise 7,734 6,671 6,868 7,491

Other 1,972 1,832 1,480 1,228

Cost of merchandise sold 401 1,276 1,682 1,241

Salaries and wages 10,343 9,858 10,433 11,053

Advertising 1,443 1,131 1,649 1,726

Occupancy 2,649 2,536 2,384 2,501

Other operating expenses 10,152 10,327 10,256 11,501

Interest expense 1,317 794 694 546

(Gain) loss on sale of PP&E 3 24 (10) 32

Loss (Gain) on sale of assets (73) 50 - -

Total 35,941 34,499 35,436 37,319

Income (loss) before income taxes (28) (965) 70 597

Current income tax (benefit) - (116) (158) 76

Deferred income tax (benefit) 97 (107) 181 155

Net income (loss) $ (125) $ (742) $ 47 $ 366

Earnings per share:

Basic $ (0.07) $ (0.45) $ 0.03 $ 0.22

Diluted $ (0.07) $ (0.45) $ 0.03 $ 0.20

Weighted average common shares outstanding:

Basic 1,692,972 1,648,322 1,669,955 1,681,289

Diluted 1,692,972 1,648,322 1,774,409 1,823,286

EBITDA $ 10,925 $ 8,407 $ 9,103 $ 9,894

EBITdA 3,191 1,736 2,235 2,403

EBIT 1,219 (96) 755 1,175

D & A for rental merchandise 7,734 6,671 6,868 7,491

D & A for other 1,972 1,832 1,480 1,228

Capital expenditures 1,757 287 391 709

Executive Summary - Overview of the Company

Bestway, Inc.

Income Statements

Margin Analysis

Year ended July 31,

2001 2002 2003 2004

Rental and fee income 98.8% 95.2% 94.7% 95.5%

Sales of merchandise 1.2% 4.8% 5.3% 4.5%

Total revenue 100.0% 100.0% 100.0% 100.0%

Costs and operation expenses:

Depreciation and amortization:

Rental merchandise 21.5% 19.9% 19.3% 19.8%

Other 5.5% 5.5% 4.2% 3.2%

Cost of merchandise sold 1.1% 3.8% 4.7% 3.3%

Salaries and wages 28.8% 29.4% 29.4% 29.2%

Advertising 4.0% 3.4% 4.6% 4.6%

Occupancy 7.4% 7.6% 6.7% 6.6%

Other operating expenses 28.3% 30.8% 28.9% 30.3%

Interest expense 3.7% 2.4% 2.0% 1.4%

(Gain) loss on sale of PP&E 0.0% 0.1% 0.0% 0.1%

Loss (Gain) on sale of assets -0.2% 0.1% 0.0% 0.0%

Total 100.1% 102.9% 99.8% 98.4%

Income (loss) before income taxes -0.1% -2.9% 0.2% 1.6%

Current income tax (benefit) 0.0% -0.3% - -0.4% 0.2%

Income tax expense (benefit) 0.3% -0.3% 0.5% 0.4%

Net income (loss) -0.3% -2.2% 0.1% 1.0%

EBITDA 30.4% 25.1% 25.6% 26.1%

EBITdA 8.9% 5.2% 6.3% 6.3%

EBIT 3.4% -0.3% 2.1% 3.1%

Executive Summary - Overview of the Company

Bestway, Inc.

Income Statements

Percentage Changes

Year ended July 31,

2002 vs. 2003 vs. 2004 vs.

2001 2002 2003

Rental and fee income -10.1% 5.3% 7.7%

Sales of merchandise 281.5% 16.8% -9.3%

Total revenue -6.6% 5.9% 6.8%

Costs and operation expenses:

Depreciation and amortization:

Rental merchandise -13.7% 3.0% 9.1%

Other -7.1% -19.2% -17.0%

Cost of merchandise sold 218.1% 31.8% -26.2%

Salaries and wages -4.7% 5.8% 5.9%

Advertising -21.7% 45.9% 4.6%

Occupancy -4.3% -6.0% 4.9%

Other operating expenses 1.7% -0.7% 12.1%

Interest expense -39.7% -12.6% - -21.3%

(Gain) loss on sale of PP&E 713.4% NA NA

Loss (Gain) on sale of assets NA -100.0% 0.0%

Total -4.0% 2.7% 5.3%

Income (loss) before income taxes NA NA 749.0%

Current income tax (benefit) NA NA NA

Income tax expense (benefit) NA NA -14.2%

Net income (loss) NA NA 672.8%

Earnings per share:

Basic NA NA 633.3%

Diluted NA NA 566.7%

EBITDA -23.0% 8.3% 8.7%

EBITdA -45.6% 28.7% 7.5%

EBIT NA NA 55.7%

Executive Summary - Overview of the Company

Bestway, Inc.

Statements of Cash Flows

(Dollar amounts in thousands)

Year ended July 31,

2001 2002 2003 2004

Cash flows from operating activities:

Net income (loss) $ (126) $ (742) $ 47 $ 366

Depreciation and amortization for rental merchandise 7,734 6,671 6,868 7,491

Depreciation and amortization for other 1,972 1,832 1,480 1,228

Net book value of retired rental units 2,868 3,781 3,350 2,969

Non-cash compensation expense - - 137 172

(Gain) loss on sale of property and equipment 3 24 (10) 32

Loss (gain) on sale of assets (73) 50 - -

Deferred income tax benefit and other 97 (107) 181 154

Prepaid expenses and other (22) (115) 123 (19)

Taxes receivable (133) (26) (21) 181

Employee advance - (989) - -

Other assets 70 (4) 7 10

Accounts payable (557) (79) 11 2

Income taxes payable (135) - - 53

Other accrued liabilities (37) (86) (61) 83

Net cash flows provided by operating activities 11,661 10,210 12,112 12,722

Cash flows from investing activities:

Purchase of rental units and equipment (9,854) (9,593) (10,566) (10,644)

Additions to property and equipment (1,757) (287) (391) (709)

Proceeds from sale of PP&E 79 55 17 52

Asset purchases net of cash acquired (99) (984) - (51)

Proceeds from sale of assets 397 2,209 - -

Net cash used in investing activities (11,234) (8,600) (10,940) (11,352)

Cash flows from financing activities:

Proceeds of notes payable 3,700 2,050 1,600 2,400

Repayment of notes payable (3,913) (4,164) (3,116) (3,417)

Treasury stock purchase (75) (278) - -

Treasury stock issuance - 170 - -

Stock options exercised - - 143 34

Net cash provided by (used for) financing activities (288) (2,222) (1,373) (983)

Increase/(decrease) in cash and cash equivalents 139 (612) (201) 387

Cash and equivalents beginning of period 979 1,118 507 306

Cash and equivalents end of period $ 1,118 $ 506 $ 306 $ 692

Historical Price and Volume Performance

Historical Price and Volume Performance

Bestway, Inc. Price to Volume Chart

Volume

0

10,000

20,000

30,000

40,000

50,000

60,000

October October October

October

2004 2003 2002 2001

Closing Price

$1.00

$3.00

$5.00

$7.00

$9.00

$11.00

$13.00

$15.00

$17.00

$19.00

Volume Closing Price

Historical Price and Volume Performance

BSTW Volume by Price Histogram

Three Years Ended October 21, 2004

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

0.6%

2.6%

20.2% 19.6%

11.0%

46.0%

$1 - $4 $4 - $7 $7 - $10 $10 - $13 $13 - $16 $16 - $19

Historical Price and Volume Performance

Trading Volume Analysis

Most Recent Period

30 Six Nine Three

Days Months Months Year Years

Average Daily Volume 132 169 246 313 542

Total Trading Volume 3,967 21,244 46,477 78,561 408,763

Per Share Stock Price Ranges

High Low

30 Day Range $ 12.87 $ 9.50

Six Months Range 15.00 9.50

Nine Months Range 15.00 9.50

Year Range 15.85 9.50

Three Year Range 18.50 3.90

Selected Comparable Public Companies

Selected Comparable Public Companies

Stock Market Analysis

(Dollar amounts in thousands, except per share amounts)

Recent % of Common

Price 52 Week Range 52 Week LTM Dividend Shares Market Enterprise

Company Symbol 10/21/04 Low High High Dividend Yield Outstanding Capitalization Value

Aaron Rents, Inc. RNT $ 22.75 $ 13.42 $ 24.06 94.6% $ 0.05 0.2% 49,630 $ 1,129,083 $ 1,219,945

Bestway, Inc. BSTW 9.50 9.50 15.85 59.9% - 0.0% 1,683 15,989 23,730

easyhome Ltd. * EH 10.87 6.23 10.94 99.4% 0.13 1.2% 6,080 66,115 68,729

Rent-A-Center, Inc. RCII 23.85 23.84 35.12 67.9% - 0.0% 79,110 1,886,774 2,496,612

Rent-Way, Inc. RWY 7.64 5.54 10.05 76.0% - 0.0% 26,244 200,504 445,780

With Bestway, Inc.:

High 99.4% 1.2% $ 1,886,774 $ 2,496,612

Low 59.9% 0.0% 15,989 23,730

Mean 79.6% 0.3% 659,693 850,959

Median 76.0% 0.0% 200,504 445,780

Without Bestway, Inc.:

High 99.4% 1.2% $ 1,886,774 $ 2,496,612

Low 67.9% 0.0% 66,115 68,729

Mean 84.5% 0.3% 820,619 1,057,766

Median 85.3% 0.1% 664,793 832,862

* Canadian dollar amounts have been converted to U.S. dollars at a exchange rate of 79.2%.

Selected Comparable Public Companies

Balance Sheet Analysis

(Dollar amounts in thousands, except per share amounts)

Short Long Tangible Cash

Total Term Term Total Preferred Stockholders' and

Company Symbol Assets Debt Debt Debt Stock Equity Equivalents

Aaron Rents, Inc. RNT $ 606,882 $ - $ 90,957 $ 90,957 $ - $ 287,852 $ 95

Bestway, Inc. BSTW 19,376 - 8,434 8,434 - 7,493 692

easyhome Ltd. * EH 49,440 - 2,614 2,614 - 30,220 -

Rent-A-Center, Inc. RCII 1,930,203 - 696,000 696,000 2 (41,120) 86,164

Rent-Way, Inc. RWY 430,722 - 221,838 221,838 26,904 (77,528) 3,466

With Bestway, Inc.:

High $ 1,930,203 $ - $ 696,000 $ 696,000 $ 26,904 $ 287,852 $ 86,164

Low 19,376 - 2,614 2,614 - (77,528) -

Mean 607,324 - 203,969 203,969 5,381 41,383 18,083

Median 430,722 - 90,957 90,957 - 7,493 692

Without Bestway, Inc.:

High $ 1,930,203 $ - $ 696,000 $ 696,000 $ 26,904 $ 287,852 $ 86,164

Low 49,440 - 2,614 2,614 - (77,528) -

Mean 754,312 - 252,852 252,852 6,727 49,856 22,431

Median 518,802 - 156,398 156,398 1 (5,450) 1,781

* Canadian dollar amounts have been converted to U.S. dollars at a exchange rate of 79.2%.

Selected Comparable Public Companies

Income Statement Analysis

(Dollar amounts in thousands, except per share amounts)

Depreciation and Amort.

Total Rental Interest Pretax Net Diluted Earnings Per Share

Company Symbol Revenues Merchandise Other EBITDA EBITdA (1) EBIT Expense Earnings Income LTM CY2004E CY2005E

Aaron Rents, Inc. RNT $ 870,575 $ 228,287 $ 23,739 $ 332,885 $ 104,598 $ 80,859 $ 5,195 $ 75,664 $ 47,119 $ 1.41 $ 0.95 $ 1.18

Bestway, Inc. BSTW 37,916 7,491 1,228 9,894 2,403 1,175 546 597 366 0.20 0.02 0.26

easyhome Ltd. * EH 65,653 19,617 1,439 28,537 8,920 7,481 764 6,717 4,592 0.78 0.91 1.15

Rent-A-Center, Inc. RCII 2,266,849 437,123 58,352 854,850 417,727 359,375 36,938 314,925 198,640 2.43 2.30 2.54

Rent-Way, Inc. RWY 501,647 131,501 16,846 191,008 59,507 42,661 29,930 11,642 3,016 0.25 0.52 0.60 (2)

With Bestway, Inc.:

High $ 2,266,849 $ 437,123 $ 58,352 $ 854,850 $ 417,727 $ 359,375 $ 36,938 $ 314,925 $ 198,640

Low 37,916 7,491 1,228 9,894 2,403 1,175 546 597 366

Mean 748,528 164,804 20,321 283,435 118,631 98,310 14,675 81,909 50,747

Median 501,647 131,501 16,846 191,008 59,507 42,661 5,195 11,642 4,592

Without Bestway, Inc.:

High $ 2,266,849 $ 437,123 $ 58,352 $ 854,850 $ 417,727 $ 359,375 $ 36,938 $ 314,925 $ 198,640

Low 65,653 19,617 1,439 28,537 8,920 7,481 764 6,717 3,016

Mean 926,181 204,132 25,094 351,820 147,688 122,594 18,207 102,237 63,342

Median 686,111 179,894 20,293 261,947 82,053 61,760 17,563 43,653 25,856

(1) EBITdA does not add back depreciation of rental merchandise.

(2) CY2005E diluted earnings per share is for the year ended September 30, 2005.

* Canadian dollar amounts have been converted to U.S. dollars at a exchange rate of 79.2%.

Selected Comparable Public Companies

Credit Analysis

(Dollar amounts in thousands, except per share amounts)

Short Long Tangible Total Total EBITdA/

Term Term Total Preferred Stockholders’ Total Debt/ Interest Debt/ Interest

Company Symbol Debt Debt Debt Stock Equity Cap. Total Cap. Expense EBITdA Expense

Aaron Rents, Inc. RNT -$ $ 90,957 $ 90,957 -$ $ 287,852 $ 378,809 24.0% $ 5,195 0.9 x 20.1 x

Bestway, Inc. BSTW - 8,434 8,434 - 7,493 15,927 53.0% 546 3.5 x 4.4 x

easyhome Ltd. * EH - 2,614 2,614 - 30,220 32,834 8.0% 764 0.3 x 11.7 x

Rent-A-Center, Inc. RCII - 696,000 696,000 2 (41,120) 654,882 106.3% 36,938 1.7 x 11.3 x

Rent-Way, Inc. RWY - 221,838 221,838 26,904 (77,528) 171,214 129.6% 29,930 3.7 x 2.0 x

With Bestway, Inc.:

High 129.6% 3.7 x 20.1 x

Low 8.0% 0.3 x 2.0 x

Mean 64.2% 2.0 x 9.9 x

Median 53.0% 1.7 x 11.3 x

Without Bestway, Inc.:

High 129.6% 3.7 x 20.1 x

Low 8.0% 0.3 x 2.0 x

Mean 67.0% 1.6 x 11.3 x

Median 53.0% 1.7 x 11.3 x

* Canadian dollar amounts have been converted to U.S. dollars at a exchange rate of 79.2%.

Selected Comparable Public Companies

Store Analysis

(Dollar amounts in thousands, except per share amounts)

Current Stores (1) Average Stores (2) Per Current Store (3) Per Average Owned Store

Owned Franchise Total Owned Franchise Total Total Net Rental Total Total

Company Symbol Stores Stores Stores Stores Stores Stores Assets Merchandise Debt Revenue EBITdA EBIT

Aaron Rents, Inc. RNT 620 324 944 562 287 848 $ 643 $ 409 96$ $ 1,550 186 $ $ 144

Bestway, Inc. BSTW 69 - 69 69 - 69 281 202 122 550 35 17

easyhome Ltd. * EH 135 - 135 133 - 133 366 207 19 495 67 56

Rent-A-Center, Inc. RCII 2,846 319 3,165 2,707 320 3,027 610 233 220 838 154 133

Rent-Way, Inc. RWY 754 - 754 754 - 754 571 219 294 666 79 57

With Bestway, Inc.:

High 2,846 324 3,165 2,707 320 3,027 $ 643 $ 409 294$ $ 1,550 186 $ $ 144

Low 69 - 69 69 - 69 281 202 19 495 35 17

Mean 885 129 1,013 845 121 966 494 254 150 820 104 81

Median 620 - 754 562 - 754 571 219 122 666 79 57

Without Bestway, Inc.:

High 2,846 324 3,165 2,707 320 3,027 $ 643 $ 409 294$ $ 1,550 186 $ $ 144

Low 135 - 135 133 - 133 366 207 19 495 67 56

Mean 1,089 161 1,250 1,039 152 1,190 548 267 157 887 122 97

Median 687 160 849 658 143 801 591 226 158 752 117 95

(1) As of the most recent reported period.

(2) Based on the average of the most recent reported period and the same reported period one year ago.

(3) Based on total current stores including owned and franchised stores.

* Canadian dollar amounts have been converted to U.S. dollars at a exchange rate of 79.2%.

Selected Comparable Public Companies

Comparable Public Company Valuation Analysis

(Dollar Amounts in thousands, except per share amounts)

Enterprise Value/ Market Cap./ Recent Price Per Share/

Total Pretax Net BV

Company Symbol Revenues EBITDA EBITdA EBIT Earnings Income LTM CY2004E CY2005E Per Share

Aaron Rents, Inc. RNT 1.4 x 3.7 x 11.7 x 15.1 x 14.9 x 24.0 x 16.1 x 23.9 x 19.3 x 3.9 x

Bestway, Inc. BSTW 0.6 x 2.4 x 9.9 x 20.2 x 26.8 x 43.7 x 47.5 x 475.0 x 36.5 x 2.1 x

easyhome Ltd. * EH 1.0 x 2.4 x 7.7 x 9.2 x 9.8 x 14.4 x 14.0 x 11.9 x 9.5 x 2.2 x

Rent-A-Center, Inc. RCII 1.1 x 2.9 x 6.0 x 6.9 x 6.0 x 9.5 x 9.8 x 10.4 x 9.4 x NM

Rent-Way, Inc. RWY 0.9 x 2.3 x 7.5 x 10.4 x 17.2 x 66.5 x NM 14.7 x 12.7 x (1) NM

With Bestway, Inc.:

High 1.4 x 3.7 x 11.7 x 20.2 x 26.8 x 66.5 x 47.5 x 475.0 x 36.5 x 3.9 x

Low 0.6 x 2.3 x 6.0 x 6.9 x 6.0 x 9.5 x 9.8 x 10.4 x 9.4 x 2.1 x

Mean 1.0 x 2.7 x 8.5 x 12.4 x 15.0 x 31.6 x 21.9 x 107.2 x 17.5 x 2.7 x

Median 1.0 x 2.4 x 7.7 x 10.4 x 14.9 x 24.0 x 15.1 x 14.7 x 12.7 x 2.2 x

Without Bestway, Inc.:

High 1.4 x 3.7 x 11.7 x 15.1 x 17.2 x 66.5 x 16.1 x 23.9 x 19.3 x 3.9 x

Low 0.9 x 2.3 x 6.0 x 6.9 x 6.0 x 9.5 x 9.8 x 10.4 x 9.4 x 2.2 x

Mean 1.1 x 2.8 x 8.2 x 10.4 x 12.0 x 28.6 x 13.3 x 15.2 x 12.7 x 3.1 x

Median 1.1 x 2.7 x 7.6 x 9.8 x 12.4 x 19.2 x 14.0 x 13.3 x 11.1 x 3.1 x

* Canadian dollar amounts have been converted to U.S. dollars at a exchange rate of 79.2%.

(1) CY2005E diluted earnings per share is for the year ended September 30, 2005.

Selected Comparable Public Companies

Implied Equity Values Based on Comparable Public Companies

(Dollar Amounts in thousands, except per share amounts)

Comparable Implied

Bestway Company Implied Equity

LTM Median Implied Net Equity Value

Approach Amount Multiple (1) Values Debt (2) Value Per Share

Multiple of:

Total Revenues $ 37,916 1.1 x $ 40,726 $ 7,741 $ 32,985 $ 19.60

EBITDA 9,894 2.7 x 26,363 7,741 18,621 11.06

EBITdA 2,403 7.6 x 18,259 7,741 10,518 6.25

EBIT 1,175 9.8 x 11,536 7,741 3,795 2.25

LTM EPS 0.20 14.0 x 2.80

CY2005E EPS 0.26 11.1 x 2.88

Tangible Book Value 4.45 3.1 x 13.60

High $ 19.60

Low 2.25

Mean 8.35

Median 6.25

(1) Median multiples do not include Bestway.

(2) Net debt defined as total debt and preferred stock outstanding minus cash and equivalents.

Merger and Acquisition Transactions

Merger and Acquisition Transactions

Comparable Merger and Acquisition Transactions

(Dollar Amounts in thousands, except per share amounts)

Purchase Price/

Date Closed Acquiror Target Enterprise Value LTM Enterprise Value/ Purchase Price Pretax Earnings Tangible BV Pretax Tangible Earnings BV

Revenue EBITdA EBIT Revenue EBITdA EBIT

05/12/04 Rent-A-Center, Inc. Rainbow Rentals, Inc. $ 100,530 $ 102,673 4,467$ 2,023 $ 1.0 x 22.5 x 49.7 x $ 94,909 $ 1,453 30,485$ 65.3 x 3.1 x

05/10/04 Rent-A-Center, Inc. Rent Rite, Inc. 58,400 55,000 NA NA 1.1 x NA NA 58,400 NA NA NA NA

02/10/03 Rent-A-Center, Inc. Rent-Way, Inc. (295 Stores) 100,400 132,812 10,725 4,980 0.8 x 9.4 x 20.2 x 100,400 NA 56,934 NA 1.8 x

09/24/99 Rent-Way, Inc. RentaVision, Inc. 74,092 76,719 12,837 8,520 1.0 x 5.8 x 8.7 x 74,092 6,415 10,985 11.5 x 6.7 x

02/01/99 Aaron Rents, Inc. ACI Investments (7 Stores) 5,500 7,200 NA NA 0.8 x NA NA 5,500 NA NA NA NA

09/30/98 Rent-Way, Inc. Home Choice Holdings 302,600 257,600 2,056 (16,852) 1.2 x 147.2 x NM 247,000 NM 42,730 NM 5.8 x

08/05/98 Rent-A-Center, Inc. THORN America 900,000 904,004 258,226 55,341 1.0 x 3.5 x 16.3 x 900,000 9,245 (243,153) 97.3 x NM

05/28/98 Rent-A-Center, Inc. Central Rents 100,000 103,543 7,072 3,816 1.0 x 14.1 x 26.2 x 100,000 (4,033) (9,487) NM NM

02/05/98 Rent-Way, Inc. Champion Rentals 88,500 71,214 11,475 3,887 1.2 x 7.7 x 22.8 x 88,500 2,723 7,881 32.5 x 11.2 x

01/07/98 Rent-Way, Inc. Ace Rentals 25,247 22,265 768 169 1.1 x 32.9 x 149.4 x 25,247 (1,389) (3,122) NM NM

02/06/97 Rent-Way, Inc. Rental King 23,800 24,114 2,546 1,811 1.0 x 9.3 x 13.1 x 23,800 1,532 4,429 15.5 x 5.4 x

High 1.2 x 147.2 x 149.4 x 97.3 x 11.2 x

Low 0.8 x 3.5 x 8.7 x 11.5 x 1.8 x

Mean 1.0 x 28.0 x 38.3 x 44.5 x 5.7 x

Median 1.0 x 9.4 x 21.5 x 32.5 x 5.6 x

Merger and Acquisition Transactions

Implied Equity Values Based on Selected Merger and Acquisition Transactions

(Dollar Amounts in thousands, except per share amounts)

Acquisition Implied

Bestway Transaction Implied Equity

LTM Median Implied Net Equity Value

Approach Amount Multiple Values Debt (1) Value Per Share

Multiple of:

Total Revenues $ 37,916 1.0 x 37,422$ $ 7,741 29,681 $ $ 17.64

EBITdA 2,403 9.4 x 22,497 7,741 14,755 8.77

EBIT 1,175 21.5 x 25,220 7,741 17,479 10.39

Pretax Earnings 597 32.5 x 19,409 19,409 11.53

Tangible Book Value 4.45 5.6 x 24.83

High $ 24.83

Low 8.77

Mean 14.63

Median 11.53

(1) Net debt defined as total debt and preferred stock outstanding minus cash and equivalents.

Discounted Cash Flow Analysis

Discounted Cash Flow Analysis

Bestway, Inc.

(Dollar amounts in thousands)

Year ended July 31,

2000 2001 2002 2003 2004P 2005E 2006E 2007E 2008E 2009E

Total revenue $ 34,910 $ 35,913 $ 33,534 $ 35,507 $ 37,916 $ 40,325 $ 46,069 $ 52,531 $ 59,703 $ 67,882

EBITdA (1) 3,770 3,191 1,736 2,235 2,403 1,688 2,250 3,918 5,724 6,517

EBIT 2,151 1,219 (96) 755 1,175 563 1,030 2,566 4,210 4,847

Provision for taxes 578 97 (223) 23 231 212 387 965 1,583 1,822

Unlevered net income 1,573 1,122 127 732 944 351 643 1,601 2,627 3,024

Add: Depreciation and amort. 1,618 1,972 1,832 1,480 1,228 1,125 1,220 1,352 1,514 1,670

Less: Capital expenditures 2,694 1,757 287 391 709 1,181 1,035 880 880 1,000

Less: Change in net w/c (2,380) 879 296 (309) (264) (401) (150) (150) (150) (150)

Unlevered free cash flow $ 2,877 $ 458 $ 1,376 $ 2,129 $ 1,727 $ 697 $ 978 $ 2,223 $ 3,411 $ 3,844

Key Assumptions and Relationships (as % of Total Revenue)

Total revenue growth - 2.9% -6.6% 5.9% 6.8% 6.4% 14.2% 14.0% 13.7% 13.7%

EBITdA margin 10.8% 8.9% 5.2% 6.3% 6.3% 4.2% 4.9% 7.5% 9.6% 9.6%

EBIT margin 6.2% 3.4% -0.3% 2.1% 3.1% 1.4% 2.2% 4.9% 7.1% 7.1%

Depreciation and amortization 4.6% 5.5% 5.5% 4.2% 3.2% 2.8% 2.6% 2.6% 2.5% 2.5%

Capital expenditures 7.7% 4.9% 0.9% 1.1% 1.9% 2.9% 2.2% 1.7% 1.5% 1.5%

Marginal tax rate 26.9% 8.0% 232.2% 3.0% 19.7% 37.6% 37.6% 37.6% 37.6% 37.6%

(1) EBITdA does not add back depreciation of rental merchandise.

Discounted Cash Flow Analysis

Implied Per Share Equity Values

(Dollar amounts in thousands except per share amounts)

Discount Terminal Multiples of EBITdA

Rate 5.0x 6.0x 7.0x 8.0x

8.0% $ 13.72 $ 16.39 $ 19.06 $ 21.73

10.0% 12.28 14.72 17.16 19.60

12.0% 10.97 13.21 15.45 17.69

14.0% 9.79 11.85 13.90 15.96

Matrix Summary:

High $ 21.73

Low 9.79

Mean 15.22

Median 15.08

Assumptions

Add: Excess cash and equivalents $ 692

Less: Total debt 8,434

Preferred stock -

Total adjustments $ (7,741)

Shares of common stock outstanding 1,683

Reverse Split Going Private Transaction Analysis

Reverse Split Going Private Transaction Analysis

Recent Reverse Split Going Private Transactions

Proposed Reverse/ Cash to

Date Proposed Payment Terminated Forward All Round

Announced Company Symbol Split Per Share Filing (1) Split Fractions (2) Up (3)

05/29/04 Webco Industries, Inc. WEB 1 -for- 10 $ 4.75 Pending YES YES NO

04/16/04 ASA International Ltd. ASAA 1 -for- 600 5.00 Pending YES NO NO

01/14/04 Star Multi Care Services, Inc. SMCS 1 -for- 55,000 0.126 05/28/04 NO YES NO

12/31/03 IBW Financial Corporation IBWF 1 -for- 101 36.50 07/02/04 YES NO NO

11/17/03 The Seibels Bruce Group, Inc. SBIG 1 -for- 1,000 3.00 03/01/04 NO YES NO

11/13/03 4-D Neuroimaging FDNU 1 -for- 1,200 0.15 03/03/04 NO NO YES

09/25/03 Winter Sports, Inc. WSKI 1 -for- 150 17.50 05/07/04 NO YES NO

06/10/03 Siena Holdings SIEN 1 -for- 500,000 1.41 11/10/03 NO YES NO

05/22/03 The Deltona Corporation DLTA 1 -for- 500,000 0.40 02/02/04 NO NO NO

05/20/03 Tumbleweed, Inc. TMBL 1 -for- 5,000 1.10 12/08/03 YES NO NO

04/25/03 PML, Inc. PMLI 1 -for- 150 1.50 08/07/03 YES NO NO

03/17/03 IFX Corporation IFXC 1 -for- 300 0.12 08/13/03 NO YES NO

02/28/03 South Banking Company SOFK 1 -for- 50 40.00 05/15/03 NO YES NO

09/18/03 Pacific Aerospace & Elect. PARO 1 -for- 11,000 0.168 04/12/04 NO YES NO

01/09/03 Avery Communications AVYC 1 -for- 5,000 1.27 07/08/03 NO YES NO

12/05/02 Telespectrum Worldwide Inc. TLSW 1 -for- 1,000 0.01 03/19/03 NO YES NO

11/18/02 Kimmins Corporation KMMN 1 -for- 100 1.00 03/17/03 NO YES NO

11/15/02 Performance Industries, Inc. PRFI 1 -for- 1,500 1.00 05/08/03 NO YES NO

11/06/02 Seven J Stock Farm, Inc. SEVJ 1 -for- 1,000 3.89 09/24/03 NO YES NO

09/11/02 Teltone Corporation TLTN 1 -for- 900 0.24 01/16/03 NO NO NO

06/04/02 Control Chief Holdings, Inc. DIGM 1 -for- 100 3.73 11/01/02 NO YES NO

05/15/02 Teraglobal Communications Corp. TGCM 1 -for- 1,000 0.29 11/08/02 NO YES NO

05/10/02 Silver Diner, Inc. SLVR 1 -for- 5,000 0.32 10/09/02 NO YES NO

04/04/02 The Coeur d'Alenes Company CDLA 1 -for- 1,000 0.25 12/18/02 YES NO NO

03/28/02 Zeon Corporation ZEON 1 -for- 500 4.00 05/07/02 NO YES NO

12/21/01 Metro Global Media, Inc. MGBL 1 -for- 40 1.00 04/09/02 NO YES NO

(1) Defined as the filing of a Form 15 - Certification and Notice of Termination of Registration.

(2) Cash paid to all fractional stockholders regardless of whether the shares held were above or below the split amount.

(3) Rounding up represents a structure whereby fractional shares held above the split amount are rounded up to the nearest whole number of shares post split.

Reverse Split Going Private Transaction Analysis

Recent Reverse Split Going Private Transactions

Premium Analysis

Date Price at Proposed Payment Premium (over prior average trading price)

Announced Company Symbol Announce. Payment 1 Day 30 Day 60 Day 90 Day 120 Day 1 Year

06/01/04 Webco Industries, Inc. WEB $ 4.26 $ 4.75 -2.5% 1.6% 7.2% 13.4% 17.0% 34.3%

04/16/04 ASA International Ltd. ASAA 4.55 5.00 30.9% 32.9% 30.8% 39.0% 51.4% 106.3%

01/14/04 Star Multi Care Services, Inc. SMCS 0.18 0.13 -10.0% 0.0% -8.8% 3.9% 13.6% 33.4%

12/31/03 IBW Financial Corporation IBWF 22.00 36.50 65.9% 65.9% 68.8% 78.9% 84.6% 93.8%

11/17/03 The Seibels Bruce Group, Inc. SBIG 1.95 3.00 76.5% 63.8% 63.6% 64.5% 65.5% 91.8%

11/13/03 4-D Neuroimaging FDNU 0.06 0.15 149.0% 137.1% 151.1% 155.6% 128.5% 109.5%

09/25/03 Winter Sports, Inc. WSKI 16.02 17.50 34.5% 34.0% 34.2% 34.3% 37.1% 42.2%

06/10/03 Siena Holdings SIEN 1.06 1.41 33.0% 28.9% 31.9% 35.8% 34.9% 22.8%

05/22/03 The Deltona Corporation DLTA 0.31 0.40 25.0% 28.0% 26.8% 26.5% 26.3% 26.6%

05/20/03 Tumbleweed, Inc. TMBL 1.70 1.10 -34.1% -21.8% -19.5% -20.4% -22.3% -18.2%

04/25/03 PML, Inc. PMLI NA 1.50 NA NA NA NA NA NA

03/17/03 IFX Corporation IFXC 0.03 0.12 286.7% 124.6% 107.8% -22.5% -44.9% -75.7%

02/28/03 South Banking Company SOFK NA 40.00 NA NA NA NA NA NA

09/18/03 Pacific Aerospace & Elect. PARO 0.35 0.17 -52.5% -49.7% -49.3% -46.5% -41.5% -91.0%

01/09/03 Avery Communications AVYC NA 1.27 NA NA NA NA NA NA

12/05/02 Telespectrum Worldwide Inc. TLSW 0.01 0.01 0.0% 10.3% 62.6% 80.7% 87.1% -15.2%

11/18/02 Kimmins Corporation KMMN 0.57 1.00 81.8% 185.2% 186.5% 212.0% 232.5% 259.5%

11/15/02 Performance Industries, Inc. PRFI NA 1.00 NA NA NA NA NA NA

11/06/02 Seven J Stock Farm, Inc. SEVJ 3.40 3.89 14.4% 13.1% 13.3% 13.7% 13.8% 29.0%

09/11/02 Teltone Corporation TLTN 0.08 0.24 199.7% 153.3% 124.1% 112.8% 108.6% 84.5%

06/04/02 Control Chief Holdings, Inc. DIGM 2.60 3.73 26.4% 21.2% 22.8% 28.5% 35.5% 41.5%

05/15/02 Teraglobal Communications Corp. TGCM 0.16 0.29 -9.4% 6.9% -25.0% -77.7% -90.0% -95.9%

05/10/02 Silver Diner, Inc. SLVR 0.25 0.32 28.0% 28.7% 30.3% 35.0% 37.4% 23.8%

04/04/02 The Coeur d’Alenes Company CDLA 0.15 0.25 66.7% 66.7% 108.0% 158.9% 194.4% 173.4%

03/28/02 Zeon Corporation ZEON 3.25 4.00 60.0% 77.1% 87.3% 86.4% 65.1% 64.7%

12/21/01 Metro Global Media, Inc. MGBL 0.05 1.00 1900.0% 1109.7% 918.7% 951.4% 995.9% 917.0%

High 1900.0% 1109.7% 918.7% 951.4% 995.9% 917.0%

Low -52.5% -49.7% -49.3% -77.7% -90.0% -95.9%

Mean 135.0% 96.2% 89.7% 89.3% 92.3% 84.5%

Median 32.0% 30.9% 33.1% 35.4% 37.2% 37.9%

Reverse Split Going Private Transaction Analysis

Implied Equity Values Based on Comparable Reverse Split Going Private Transactions

High Low Mean Median

Recent Bestway Price Per Share $ 9.50 $ 9.50 $ 9.50 $ 9.50

Median Payment Premiums 37.9% 30.9% 34.4% 34.2%

Implied Equity Value Per Share $ 13.10 $ 12.43 $ 12.77 $ 12.75

Summary Valuation Analysis

Summary Valuation Analysis

Summary Valuation

(Dollar Amounts in thousands, except per share amounts)

Implied Equity Value Per Share

Approach High Low Mean Median

Comparable Public Company Approach $ 19.60 $ 2.25 $ 8.35 $ 6.25

Selected Merger and Acquisition Approach $ 24.83 $ 8.77 $ 14.63 $ 11.53

Discounted Cash Flow Approach $ 21.73 $ 9.79 $ 15.22 $ 15.08

Selected Reverse Split Going Private Approach $ 13.10 $ 12.43 $ 12.77 $ 12.75

Overall Implied Equity Value Per Share Median $ 13.70 $ 12.14

Summary Valuation Analysis

Valuation Summary by Approach

$ 18.00 17.00 16.00 15.00 14.00

Range 13.00 $12.14-$13.70 12.00 11.00 10.00 9.00 8.00 7.00 6.00 5.00 4.00 3.00 2.00 1.00

Comparable Merger Discounted Reverse Public and Cash Split Companies Acquisitions Flow Transactions

Mean Median

Rationale and Conclusions

Rationale and Conclusions

The primary purpose of the reverse and forward stock split by Bestway is to facilitate a “going private transaction.” The result will allow the Company to terminate the registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This will enable Bestway to save money being spent because on its status as a SEC reporting company, which management and the Board of Directors believe provides a limited benefit to a small company like Bestway.

The reverse stock split will decrease the total number of Bestway’s common stockholders of record from approximately 366 to approximately 70. By reducing the number of stockholders below 300, Bestway will be eligible to file a Form 15 with the SEC and terminate its registration and reporting obligations under the Exchange Act.

The Company’s small public float and minimal trading volume have limited the ability of stockholders to sell their shares without also reducing the trading price, as well as the ability to use stock as acquisition currency or to successfully attract and retain employees.

Rationale and Conclusions

We would recommend a fractional share price of approximately $12.14 to $13.70 per share (on a pre-split basis) resulting in cash expenditures for fractional shares after the reverse stock split of approximately $97,120 to $109,600 in total (assuming approximately 8,000 shares pre-split are cashed out). This represents a premium range of 27.8% to 44.2% over the closing price on October 21, 2004, a discount range of -23.4% to -13.6% over the 52-week high of $15.85 and a premium range of 27.8% to 44.2% over the 52-week low of $9.50.

Additionally, the Company estimates that professional fees and other expenses related to the transaction, will total approximately $150,000. The Company does not expect that the payment to stockholders receiving cash in the reverse stock split or the payment of expenses will have any material adverse effect on our capital, liquidity, operations or cash flow, however, there will be less capital available to for operations.

The Company anticipates annual saving of approximately $730,500 (which includes a one time cost savings of $250,000) resulting in future annual savings of approximately $480,500 in direct costs and an indeterminable amount in indirect savings resulting from the reduction in the time that must be devoted by our employees to preparing public reports and filings and responding to stockholder inquiries.

Rationale and Conclusions

Bestway, Inc.

Public Cost Review

Nasdaq Pink Sheets

Audit fees:

Annual audit $ 89,500 $ 65,000

Quarter audits 29,500 -

Word processing 9,500 5,000

PwC professional fees related to 404 190,000 -

318,500 70,000

Proxy 25,000 -

Nasdaq annual fee 15,000 -

Bowne (EDGAR) 7,000 -

Transfer agent 6,500 6,500

Legal 50,000 10,000

PR Newswire (Press Release) 10,000 10,000

SOX Section 404 consulting (Weaver & Tidwell) (1) 200,000 -

SOX Section 404 documentation (1) 50,000 -

Hire 2nd Internal Auditor (including travel) 70,000 -

Hire Controller (segregation of duties) 75,000 -

508,500 26,500

Total (2)(3) $ 827,000 $ 96,500 $ 730,500

(1) Indicates one-time costs $ 250,000 - $ 250,000

(2) Per year cost savings ($827,000 less $ 250,000) 577,000 96,500 480,500

$ 730,500

(3) Excludes tax compliance services ($24,000) and 401(k) audit ($14,000).

Source: Management Estimates.

Exhibits

Exhibits

Aaron Rents, Inc. Price to Volume Chart

Rent-A-Center, Inc. Price to Volume Chart

2,500,000

$25.00

2,250,000

$23.00

$21.00

2,000,000

$19.00

1,750,000

$17.00

1,500,000

$15.00

1,250,000

$13.00

$11.00

1,000,000

$ 9.00

750,000

$ 7.00

500,000

$ 5.00

250,000

$ 3.00

$ 1.00

October October October October

2001 2002 2003 2004

Volume Closing Price

Rent-A-Center, Inc. Price to Volume Chart

12,000,000

$ 35.00

$ 33.00

10,500,000

$ 31.00

$ 29.00

9,000,000 $ 27.00

$ 25.00

7,500,000 $ 23.00

$ 21.00 Closing

Volume

6,000,000 $ 19.00

$ 17.00

$ 15.00 Price

4,500,000

$ 13.00

$ 11.00

3,000,000

$ 9.00

$ 7.00

1,500,000 $ 5.00

$ 3.00

0 $ 1.00

October October October October

2001 2002 2003 2004

Volume Closing Price

Rent-Way, Inc. Price to Volume Chart

1,000,000 $ 15.00

900,000

$ 13.00

800,000

700,000 $ 11.00

600,000

$ 9.00 Closing

Volume

500,000

$ 7.00

400,000 Price

300,000 $ 5.00

200,000

$ 3.00

100,000

0 $ 1.00

October October October October

2001 2002 2003 2004

Volume Closing Price

easyhome Ltd. Price to Volume Chart

125,000 $ 12.00

$ 10.00

100,000

$ 8.00

75,000

Closing

Volume

$ 6.00

50,000 Price

$ 4.00

25,000

$ 2.00

0 $ 0.00

October October October October

2001 2002 2003 2004

Volume Closing Price

CORRESP

SEC Response Letter