Schedule 13D

SC 13D 1 schedule13d.htm SCHEDULE 13 D FOR BESTWAY COACH EXPRESS. INC. Schedule 13D





                                       UNITED STATES
                            SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C. 20549


                                        SCHEDULE 13D
                                       (Rule 13d-101)

                   INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
                  TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                       RULE 13d-2(a)


                                 ATLAS-REPUBLIC CORPORATION
                                      (Name of Issuer)


                              COMMON STOCK, PAR VALUE $0.00001
                               (Title of Class of Securities)

                                        049409 10 5
                                       (CUSIP Number)


                                       Wilson Cheng
                                         President
                                 Bestway Coach Express Inc.
                                       2 Mott Street
                                         7th Floor
                                      (212) 608-8988
                       (Name, Address and Telephone Number of Person
                        Authorized to Receive Notices and Communications)


                                       APRIL 23, 2002
                 (Date of Event which Requires Filing Statement on Schedule 13D)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].

(Continued on following pages)

1.	NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bestway Coach Express, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ _ ] (b) [X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [__]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		7.	SOLE VOTING POWER 7,000,000
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 7,000,000
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,000,000
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [__]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 74.9%
14.	TYPE OF REPORTING PERSON CO

1.	NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Wilson Cheng
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [__]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [__]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14.	TYPE OF REPORTING PERSON IN

1.	NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ronald C. H. Lui
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [__]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British National Overseas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [__]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14.	TYPE OF REPORTING PERSON IN

1.	NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vivian Cheng
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [__]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [__]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14.	TYPE OF REPORTING PERSON IN

1.	NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kelvin Chan
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [__]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [__]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14.	TYPE OF REPORTING PERSON IN

1.	NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jovi Chen
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [__]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [__]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14.	TYPE OF REPORTING PERSON IN

EXPLANATORY NOTE

On March 19, 2002 Bestway Coach Express Inc., a New York corporation, entered into a Stock Purchase Agreement with Stephen M. Siedow pursuant to which Bestway acquired 7,000,000 shares of Atlas-Republic Corporation common stock from Mr. Siedow on April 23, 2002 for an aggregate purchase price of $250,000 or $.0357 per share. The shares as of the date of acquisition and as of the date hereof amount to approximately 74.9% of Atlas-Republic Corporation’s issued and outstanding common stock. Also, in connection with the acquisition of the shares by Bestway, Bestway loaned Atlas-Republic Corporation $101,500 to pay off some of its accrued liabilities. This loan is evidenced by a promissory note, dated April 23, 2002, by Atlas-Republic Corporation in favor of Bestway. The note bears interest at the simple rate of 8% and is due and payable on April 23, 2003.

Following is information regarding each executive officer and director of Bestway, each person controlling Bestway and each officer and director of any corporation or other person ultimately in control of Bestway.

Wilson Cheng is the CEO, President, Treasurer and Chairman of the Board of Directors of Bestway and the holder of 6,400,000 shares of Bestway’s Common Stock which amounts to 45.71% of the issued and outstanding common stock of Bestway. Ronald C. H. Lui is Bestway’s Assistant Treasurer and he beneficially owns, through entities controlled by him, 2,300,000 shares of Bestway’s Common Stock which amounts to 16.43% of the issued and outstanding common stock of Bestway. Together, Messrs. Cheng and Lui control Bestway. Vivian Cheng is Bestway’s Executive Vice President and a Director of Bestway. She is also the holder of 200,000 shares of Bestway’s Common Stock which amounts to 1.43% of the issued and outstanding common stock of Bestway. Vivian Cheng and Wilson Cheng are siblings. Kelvin Chan is the Chief Operating Officer, General Manager and a Director of Bestway. He is also the holder of 100,000 shares of Bestway’s common stock which amounts to 0.71% of the issued and outstanding stock of Bestway. Jovi Chen is the Vice President of Sales and Marketing of Bestway. She does not have any equity interest in Bestway.

Item 1. Security and Issuer.

The name of the issuer is Atlas-Republic Corporation, a Colorado corporation, which has its principal executive offices at 2 Mott Street, 7th Floor, New York, New York 10013. This statement relates to the issuer’s Common Stock, $0.00001 par value per share.

Item 2. Identity and Background.

This Schedule 13D is being filed by Bestway Coach Express Inc., a New York corporation, having its principal office at 2 Mott Street, 7th Floor, New York, New York 10013. Bestway is engaged in the bus service business. During the last five years, Bestway has not been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

Wilson Cheng, a resident of New York, having an address at 168 Finlay Street, Staten Island, New York 10307. Mr. Cheng’s principal occupation is Chief Executive Officer, President, Treasurer and Chairman of the Board of Bestway. The address in which his occupation is conducted is 2 Mott Street, 7th Floor, New York, New York 10013. During the last five years, Mr. Cheng has not been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Mr. Cheng is a citizen of the United States of America.

Ronald C. H. Lui, a resident of New York, having an address at 54 Pine Street, 4th Floor, New York, New York 10005. Mr. Lui’s principal occupation is acting as a financial consultant and investor for his own account. The address in which his occupation is conducted is 54 Pine Street, 4th Floor, New York, New York 10015. During the last five years, Mr. Lui has not been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Mr. Lui is British National Overseas.

Vivian Cheng, a resident of New York, having an address at 168 Finlay Street, Staten Island, New York 10307. Ms. Cheng’s principal occupation is Executive Vice President and Director of Bestway. The address in which her occupation is conducted is 2 Mott Street, 7th Floor, New York, New York 10013. During the last five years, Ms. Cheng has not been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Ms. Cheng is a citizen of the United States of America.

Kelvin Chan, a resident of New York, having an address at 152-18 Union Turnpike, Apt. # 211L, Hillcrest, New York 11357. Mr. Chan’s principal occupation is Chief Operating Officer, General Manager and Director of Bestway. The address in which his occupation is conducted is 2 Mott Street, 7th Floor, New York, New York 10013. During the last five years, Mr. Chan has not been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Mr. Chan is a citizen of the United States of America.

Jovi Chen, a resident of New York, having an address at 6616 17th Avenue, Brooklyn, New York 11204 . Mr. Chen’s principal occupation is Vice President of Sales and Marketing of Bestway. The address in which his occupation is conducted is 2 Mott Street, 7th Floor, New York, New York 10013. During the last five years, Mr. Chen has not been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Mr. Chen is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

Bestway used its working capital to acquire the 7,000,000 shares of Atlas-Republic Corporation Common Stock.

Item 4. Purpose of Transaction.

General

Bestway acquired control of Atlas-Republic Corporation so that it could ultimately effect a business combination with Atlas and thereby become a subsidiary of a public reporting company. Atlas has filed an Information Statement on Schedule 14C with the Securities and Exchange Commission. The Information Statement contains information regarding, among other things, Atlas’s proposals to reincorporate itself in the State of Delaware, change Atlas’ name to “AMCO Transport Holdings, Inc.” and effect a share exchange pursuant to which Atlas (after it is reincorporated in the State of Delaware and renamed “AMCO Transport Holdings, Inc.”) would issue 28,000,000 shares of its common stock, in the aggregate, to the holders of Bestway’s common stock in exchange for all of the issued and outstanding stock of Bestway. This transaction would make Bestway a wholly-owned subsidiary of Atlas. Following is a more detailed description of Bestway’s plans or proposals with respect to Atlas.

Reincorporation in Delaware and Name Change

Atlas’ board of directors has approved, subject to stockholder approval, a proposal to change its state of incorporation from Colorado to Delaware. The reincorporation will be effected by merging Atlas-Republic Corporation, a Colorado corporation, with and into AMCO Transport Holdings, Inc., a Delaware corporation, formed by Atlas for the purpose of the reincorporation.

Upon the effective date of the reincorporation, each outstanding share of Atlas’ common stock will be automatically exchanged for one share of the common stock of AMCO Transport Holdings, Inc. Atlas will cease to exist as a Colorado corporation, and AMCO Transport Holdings, Inc. will be the continuing or surviving corporation of the reincorporation. Thus, AMCO will succeed to all of Atlas’ business and operations, own all of our assets and other properties and will assume and become responsible for all of Atlas’ liabilities and obligations. The reincorporation, therefore, will not involve any change in Atlas’ business, properties or management. The name of the surviving company will be AMCO Transport Holdings, Inc.

Share Exchange with Bestway Shareholders

Bestway and the shareholders of Bestway intend to enter into a Share Exchange Agreement with AMCO Transport Holdings, Inc. (i.e., Atlas’ successor company after reincorporation in Delaware as described above). Pursuant to the share exchange agreement AMCO will issue 28,000,000 shares of its authorized, but unissued, common stock in exchange for all of the issued and outstanding common stock of Bestway. Upon consummation of the transactions contemplated by the share exchange agreement, Bestway will become AMCO’s wholly-owned subsidiary.

Upon consummation of the share exchange, AMCO’s existing shareholders (including, Bestway, which is the holder of 7,000,000 shares of common stock), will own, in the aggregate 9,343,750 shares of AMCO common stock (approximately 25% of the outstanding common stock) and the shareholders of Bestway will own, in the aggregate, 28,000,000 shares of AMCO common stock (approximately 75%).

Atlas has been a blank check company with very limited operations since approximately August 1998. Atlas’ business purpose since then has been to enter into a business combination with one or more privately held businesses. Atlas’ will acquire Bestway through the share exchange. As of immediately after the consummation of the share exchange Atlas’ will have no business other than the business of Bestway, which will become Atlas’ wholly-owned subsidiary.

Bestway was incorporated in New York on August 4, 1997. It is a motorcoach service provider with 23 motorcoaches and 1 van. Bestway currently provides specialized destination route services to casinos in Atlantic City, New Jersey, which accounts for approximately 75% of its revenues and charter services to tour and travel agencies, which accounts for approximately the remaining 25% of its revenues. Bestway maintains a garage depot at 183 7th Avenue, Brooklyn, New York 11215, which is located in the Park Slope area of Brooklyn. Its bus fleet and maintenance department is located at this garage. Bestway’s executive offices are located at 2 Mott Street, New York, New York 10013. Its telephone number at this address is (212) 608 - 8988 and its fax number at this address is (212) 608 -9169. Bestway currently has 30 full-time employees and no part-time employees.

After the share exchange management intends to significantly expand Bestway’s current operations through acquisitions in order to create a nationwide motorcoach service provider. Bestway currently operates in New York, New Jersey and Connecticut. Management hopes to expand into other geographic markets that Bestway does not currently serve by acquiring established motorcoach service providers that are leaders in their regional markets. Management also plans to acquire additional motorcoach operations in the company’s current geographical market, including acquisitions that either broaden the range of services provided by Bestway in its current market or expand the geographic scope of its operations in this market.

Reference is made to Atlas’ Information Statement on Schedule 14C, filed April 22, 2002, for more information regarding the foregoing proposals.

Item 5. Interest in Securities of the Issuer.

(a) Bestway is the beneficial owner of 7,000,000 shares of the issuer’s common stock, representing 74.9% of the outstanding shares of the issuer. None of the executive officers or control persons of Bestway own any interest, directly or indirectly, in the issuer other than any interest that they own indirectly as the result of their equity holdings in Bestway.

(b) Bestway has the sole power to vote and dispose of the 7,000,000 shares.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

None.

Item 7. Material to be Filed as Exhibits.

Ex. 1 Stock Purchase Agreement, dated March 19, 2002, among Atlas Republic Corporation, Bestway Coach Express Inc. and Stephen M. Siedow. [Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Atlas-Republic Corporation, filed with the Commission on April 23, 2002]

Ex 2 – Written Statement as to Joint Filing of Schedule 13D, dated April 23, 2002, among Bestway Coach Express Inc, Wilson Cheng, Ronald C. H. Lui, Vivian Cheng, Kelvin Chan and Jovi Chen.

SIGNATURES

After reasonable inquiry and to the best of each of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: April 23, 2002


                                                BESTWAY COACH EXPRESS INC.



                                                By:__/s/ Wilson Cheng_____________
                                                   Wilson Cheng, CEO


                                                   __/s/ Wilson Cheng_____________
                                                   Wilson Cheng


                                                   __/s/ Ronald C. H. Lui_________
                                                   Ronald C. H. Lui


                                                   __/s/ Vivian Cheng_____________
                                                   Vivian Cheng


                                                   __/s/ Kelvin Chan______________
                                                   Kelvin Chan


                                                   __/s/ Jovi Chen________________
                                                   Jovi Chen

EXHIBIT 2

WRITTEN STATEMENT AS TO JOINT FILING OF SCHEDULE 13D, dated April 23, 2002, by and among Bestway Coach Express Inc., Wilson Cheng, Ronald C. H. Lui, Vivian Cheng, Kelvin Chan and Jovi Chen.

Each of the undersigned hereby agrees that the Schedule 13D filed by Bestway Coach Express Inc. on April 23, 2002 that includes all of the information required by Schedule 13D for each of the undersigned was filed by Bestway on behalf of all of the undersigned persons.

Each of the undersigned agrees and acknowledges that he or it is responsible for the timely filing of the Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such person contained therein; such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe that such information is not accurate.

IN WITNESS WHEREOF, the undersigned have executed this Written Statement as to Joint Filing of Schedule 13D as of April 23, 2002.


                                                BESTWAY COACH EXPRESS INC.



                                                By:__/s/ Wilson Cheng_____________
                                                   Wilson Cheng, CEO


                                                   __/s/ Wilson Cheng_____________
                                                   Wilson Cheng


                                                   __/s/ Ronald C. H. Lui_________
                                                   Ronald C. H. Lui


                                                   __/s/ Vivian Cheng_____________
                                                   Vivian Cheng


                                                   ___/s/ Kelvin Chan_____________
                                                   Kelvin Chan


                                                   ___/s/ Jovi Chen_______________
                                                   Jovi Chen