U. S. Securities and Exchange Commission
Washington, D.C. 20549

Form 10-QSB

(Mark One)

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

      For the quarterly period ended June 30, 2005

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

      For the transition period from             to            .


Commission file number 0-10190-0


b-FAST CORP.
(Exact name of small business issuer as
specified in its charter)


     LOUISIANA             	                 72-0385274
    (State or other jurisdiction	       (IRS Employer
Identification No.)
  of incorporation or organization)


660 Newtown-Yardley Road, Newtown, PA 18940
(Address of principal executive offices


(215) 860-5600
(Issuer's telephone number)


  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 _

  State the number of shares outstanding of each of the issuer's
classes of common equity, as of August 1, 2005:  Common stock
(without par value) 7,998,052 shares.

Transitional Small Business Disclosure Format (Check one): Yes
 No X





b-FAST CORP. AND SUBSIDIARIES

INDEX




PART I - Financial Information                                Page Number


Item 1.  Consolidated Financial Statements
Consolidated Balance Sheet
June 30, 2005 (unaudited)                                          2

Consolidated Statements of Operations
three months and nine months ended June 30, 2005
and 2004 (unaudited)                                               4

Consolidated Statements of Cash Flows
nine months ended June 30, 2005
and 2004(unaudited)                                                5

Notes to Consolidated Financial Statements - June 30, 2005
(unaudited)

Report of Independent Registered Public Accounting Firm           11

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations            12

        Forward-Looking Statements                                12

        Critical Accounting Policies                              12

        Results of Operation                                      13

        Liquidity and Capital Resources                           14

Item 3.         Controls and Procedures                           15


PART II - Other Information

Item 1.  Legal Proceedings                                        16

Item 2.  Unregistered Sales of Equity Securities and Use of
         Proceeds                                                 16

Item 3.  Defaults Upon Senior Securities                          16

Item 4.  Submission of Matters to a Vote of Security Holders      16

Item 5.  Other Information                                        16

Item 6.  Exhibits                                                 16

         Signatures                                               18

ASSETS


CURRENT ASSETS
  Cash and Cash equivalents                                    $    38
  Customer receivables, less allowance for
  doubtful accounts of $30                                         358
  Inventories                                                       55
  Prepaid expenses and other current assets                        143

TOTAL CURRENT ASSETS                                               594

PROPERTY AND EQUIPMENT
  Transportation equipment                                       1,576
  Machinery and equipment                                          291
  Furniture and fixtures                                            45
  Leasehold improvements                                            42

                                                                 1,954

Less:  Accumulated depreciation
  and amortization                                                 750

PROPERTY AND EQUIPMENT, NET                                      1,204

OTHER ASSETS
  Equity in unconsolidated subsidiary                            5,690

TOTAL ASSETS                                                   $ 7,488




See Notes to Consolidated Financial Statements.



                                        2



LIABILITIES AND STOCKHOLDERS' DEFICIENCY


CURRENT LIABILITIES
  Short term borrowings                                          $    33
  Current maturities of long term debt-affiliate                  14,867
  Current maturities of long term debt-other                         150
  Accounts payable-trade                                             330
  Accrued expenses
    Affiliate interest                                             9,764
    Fuel taxes                                                       850
    Interest and penalties-fuel taxes                              1,546
    Other                                                            462
TOTAL CURRENT LIABILITIES                                         28,002

LONG-TERM DEBT, less current maturities                              843

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK AND ACCRUED DIVIDENDS
  Series A Cumulative Convertible Preferred Stock
    no par value - 500,000 shares designated - issued
    and outstanding 144,185 shares                                 4,505
    (liquidation preference - $4,505)

STOCKHOLDERS' DEFICIENCY
  Preferred stock - authorized, 1,000,000 shares of
    no par value, 500,000 designated Series B cumulative
    convertible preferred stock, none issued and outstanding           -
  Common stock - authorized, 60,000,000 shares
    of no par value; issued 8,070,052 shares
    outstanding 7,998,052 shares                                  10,705
  Additional paid-in capital                                       3,539
  Accumulated deficit                                            (39,869)
                                                                 (25,625)

    Less:  Common stock in treasury
    (72,000 shares at cost)                                          237

TOTAL STOCKHOLDERS' DEFICIENCY                                   (25,862)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                   $ 7,488



See Notes to Consolidated Financial Statements




                                        3





	      THREE MONTHS ENDED     NINE MONTHS ENDED
	            June 30,            June 30,

                                  2005          2004        2005      2004

NET SALES                       $1,079        $  987      $3,344    $3,066

COST AND EXPENSES

Cost of sales                      448           379       1,425     1,278
Departmental costs                 588           530       1,688     1,660
Administrative costs               115           122         381       414

Loss from operations               (72)          (44)       (150)     (286)

Interest expense - other           (53)          (11)       (158)      (34)

Interest expense - affiliate      (259)         (188)       (723)     (566)

Equity in income of
  Unconsolidated subsidiary         62            38         172       121

Other income (expense), net          5             -           6        19

NET LOSS                          (317)         (205)       (853)     (746)

Preferred dividends                (34)          (35)       (104)     (104)

Net loss applicable
  to common shareholders         $(351)        $(240)      $(957)    $(850)

Net loss per share
  applicable to common
  shareholders

Basic and Diluted               $(0.04)       $(0.03)     $(0.12)   $(0.11)

Weighted average shares
  outstanding:

  Basic and Dilutive         7,998,052     7,998,052   7,998,052  7,998,052



See Notes to Consolidated Financial Statements





                                        4

                                                          NINE MONTHS ENDED
                                                                JUNE 30,
                                                          2005            2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                 $(853)          $(746)

Adjustments to reconcile net loss to
 net cash used in operating activities:
Depreciation and amortization                              126             107
Provision for bad debts                                      5               -
Equity in income of unconsolidated subsidiary             (172)           (121)
Change in assets and liabilities:
(Increase) decrease in accounts receivable                 (36)              5
Increase in inventory                                      (35)             (9)
(Increase) decrease in other current assets                (14)             14
Increase in accounts payable                               126              19
Decrease in other accrued expenses                         (46)            (24)
Increase in interest and penalties-fuel taxes              119               -
Increase in accrued interest - affiliate                   723             566

Total adjustments                                          796             557

Net cash used in operating activities                      (57)           (189)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment                       (188)            (16)
Return of investment in unconsolidated
  subsidiary                                               365             340

Net cash provided by investing activities                  177             324

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from short-term borrowings                          4               3
Proceeds from long-term borrowings                           -               7
Principal payments of long-term debt-affiliate               -             (13)
Principal payments of long-term debt-other                (118)           (123)

Net cash used in financing activities                     (114)           (126)

Net increase in cash & cash equivalents                      6               9
Cash and cash equivalents at beginning of period            32              53

Cash and cash equivalents at end of period              $   38           $  62

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
  Interest                                              $   40           $  34

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES
Dividends on the Company's preferred stock were accrued as an
increase in the value of the preferred stock in the amount of
$104 in each of the nine-month periods ended June 30, 2005 and
2004.

   In 2004, the Company incurred debt in the amount of $7 upon
purchasing property and equipment.

See Notes to Consolidated Financial Statements.



                                        5



b-FAST CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)

NOTE 1:  BASIS OF PRESENTATION

The consolidated balance sheet as of June 30, 2005, consolidated
statements of operations for the three month and nine month
periods ended June 30, 2005 and 2004, and the consolidated
statements of cash flows for the nine month periods then ended
were prepared by the b-Fast Corp. and subsidiaries (the Company),
without audit.  In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations, and
cash flows at June 30, 2005 and for all periods presented have
been made.

The Company accounts for its investment in RTB/AS, L.L.C.
("RTB/AS") under the equity method of accounting.  Although the
Company owns 99% of the entity it has no voting rights.
Accordingly, under accounting principles generally accepted in the
United States the Company is using the equity method of
accounting.

Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have
been condensed or omitted.  It is suggested that these interim
financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's September
30, 2004 annual report on Form 10-KSB/A.  The results of
operations for the three and nine month periods ended June 30,
2005 and 2004 are not necessarily indicative of the operating
results for the full year.

NOTE 2:  GOING CONCERN

The accompanying consolidated financial statements have been
prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business.

At June 30, 2005 the Company had a working capital deficiency of
$27,408, stockholder's deficiency of $25,862, and incurred a net
loss of $853 for the nine months then ended.  The financial
condition of the Company raises substantial doubt about its
ability to continue as a going concern.  The financial statements
do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and
classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.

As part of management's plans, management is exploring other
opportunities to acquire an FBO similar to its Harrisburg FBO.
The Company is also exploring investments in other non-related
businesses, including the auto racing industry. There can be no
assurance that management will be successful in implementing these
plans.

NOTE 3:  SIGNIFICANT TRANSACTIONS

In March 1999 R. Ted Brant ("Brant"), the Company's Chairman and
Chief Executive Officer, entered into an agreement to purchase a
30% ownership interest in an auto racing entity for $9,875
principally with funds received from a majority owned subsidiary.
 In June 1999, the Company



                                        6




b-FAST CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)

formed RTB/AS, L.L.C. for the purpose of making investments in
the auto racing industry.  The Company owns a 99% interest in
RTB/AS and Brant owned a 1% interest with 100% voting rights.
Therefore, as of October 1, 2001 the entity is accounted for using
the equity method.  During fiscal 1999, RTB/AS advanced $9,708 to
Brant.  The advances were structured as a note of $4,265 bearing
interest at 8% per annum, various interest-free advances totaling
$1,168 and a purchase of an After Tax Economic Interest ("ATEI")
in Brant's 30% ownership interest in the auto racing entity for
$4,275.  The ATEI is defined as dividends and other distributions
minus all of the applicable income taxes of Brant from his 30%
ownership interest in the auto racing entity.

NOTE 4:  INVESTMENT IN UNCONSOLIDATED SUBSIDIARY

RTB/AS's tax year end is December 31.  Condensed financial
information of RTB/AS is as follows:

	Balance Sheet                                     As of
        (in thousands)                              June 30, 2005
 Assets
 Cash                                                    $  152
 Certificates of Deposit                                  2,000
 Note and Interest Receivable - Member                    3,492
 Note and Interest Receivable-Other                       1,163
 Advance Receivable - Member                                132
 Total assets                                            $6,939

 Liabilities and members' equity
 Accounts Payable                                        $    4
 Notes Payable                                            1,134
 Accrued Interest                                            11
 Member's Equity                                          5,790
 Total liabilities and members' equity                   $6,939

 Statement of Operations                        Nine months ended
 (in thousands)                                     June 30, 2005

 Revenues                                                $  204
 Net income                                              $  174

After Brant's death on June 28, 2000 his 30% ownership in the
auto racing entity became part of his estate.  By December 2002,
the estate was settled and the ownership was transferred to his
widow, Mrs. Brant.  In April 2003, Mrs. Brant sold 24% of her
ownership in the auto racing entity plus an option on an
additional 15%.  Relating to this sale, RTB/AS received $2,747 on
May 1, 2003, with $1,008 of that total being a principal payment
on the $4,265 note receivable from Mrs. Brant.

On January 14, 2005 RTB/AS borrowed $500 against a $1,000 line of
credit at one bank, and $634 against another $1,000 line of
credit.  Both lines of credit were established in June 2003, and
are secured by existing certificates of deposit.  The $500 loan
carries an interest rate of 4.61% and matures on January 14, 2006.
 The $634 loan carries an interest rate




                                        7




b-FAST CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)

of 4.25% and matures on June 9, 2006.

The entire proceeds from these two loans were then loaned to
Transtech Holding Company (Transtech) (see Note 7) on January 18,
2005 under a term note which matures January 18, 2008, and carries
an interest rate equal to the prime rate as published in the Wall
Street Journal.

NOTE 5:  FINANCING ARRANGEMENTS

Short-Term Borrowings
The Company has an available line of credit of $50 due to expire
on March 15, 2006, with a bank in connection with the state of
Wisconsin Petroleum Environmental Cleanup Fund Act.  There is $33
outstanding on the line of credit at June 30, 2005.

Current Maturities of Long Term Debt-Affiliate
Included in this category are $7,957 of various demand loans due
to Transtech, the Company's principal shareholder.  These notes
provide for interest at 2% above the prime rate. Also included is
a note due Transtech in the amount of $6,910, bearing interest at
the prime rate.  The note is collateralized by a first priority
interest on the fixed assets, inventory, and accounts receivable
of the Company.  Payments have not been made pursuant to the terms
of the Note Modification which expired March 20, 2004, and the
Company is in default.  There has been no additional note
modification since that date, and no demands for payment have been
made through June 30, 2005.  As a result, the principal and
accrued interest on these notes has been classified as short-term
obligations at June 30, 2005.

Long Term Debt
This category includes $18 due to Avfuel Corporation ("Avfuel"),
the Company's exclusive fuel provider.  The loan is being paid by
means of a rebate issued monthly by Avfuel at the rate of $0.045
per gallon of jet aviation fuel delivered to the Company during
the previous month.  The Company owes $971 to a finance company
collateralized by a Beech aircraft. Repayment terms are monthly
payments of $14, including interest at the rate of prime minus
0.5%, until March 2016.  Another $4 is owed to a finance company
for the purchase of ground equipment.  Of the total $993, $150 is
classified as short term.

NOTE 6:  LOSS PER COMMON SHARE

Basic net loss per share includes no dilution and is calculated by
dividing net loss by the weighted average number of common shares
outstanding for the period.  Dilutive net loss per share reflects
the potential dilution of securities that could share in the net
income of the Company through the exercise of stock options and
the conversion of preferred stock.  For the nine month and three
month periods ended June 30, 2005 and 2004 no exercise of common
stock equivalents were assumed because the assumed exercise of
these securities would be anti-dilutive.

NOTE 7:  RELATED PARTY TRANSACTIONS

The Company is indebted to its major shareholder Transtech,
(holder of 50.9% of common stock and 71.8% of Series A cumulative
convertible



                                        8





b-FAST CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)

preferred stock), in the amount of $14,867.  Relative to this
debt, the Company had accrued interest of $9,764 at June 30, 2005.
 During the nine months ended June 30, 2005 the Company paid none
of the interest or principal to Transtech.

As of June 30, 2005, the Company has a payable to RTB/AS in the
amount of $132 included on the balance sheet in accrued expenses-
other.

NOTE 8:  CONTINGENT LIABILITIES

New York Fuel Tax

From December 1994 through December 1996, b-Fast received
quarterly fuel tax assessments from the State of New York for
periods from September 1991 through November 1993 (collectively,
the "Assessments") relating to our former operations at a FBO in
Westchester, New York.  The Company timely filed appeals for the
Assessments.  The Assessments resulted from an audit by the
Division of Taxation that was performed in September 1994.  On
November 8, 2001 an Administrative Law Judge denied the Company's
appeals and sustained the Assessments, together with penalties and
interest.  The Company appealed this decision.  On September 12,
2002, the State of New York, Tax Appeals Tribunal affirmed the
decision of the Administrative Law Judge, together with penalties
and interest in the amount of $2,396.  An additional $119 of
interest was accrued during the nine months ended June 30, 2005.
There have been discussions with collections representatives from
the State of New York to resolve the claim.  The Company is unable
to predict whether there is an opportunity to compromise the
liability.

Environmental Matters

The Company's business involves the storage, handling and sale of
fuel, and the provision of mechanical maintenance and refurbishing
services which involve the use of hazardous chemicals.
Accordingly, the Company is required to comply with federal, state
and local provisions which have been enacted to regulate the
discharge of material into the environment or otherwise relate to
the protection of the environment.

The Company is presently responsible for ongoing remediation of
underground contamination at one previously owned location in
Milwaukee, Wisconsin.  At another previously owned location on the
Raleigh-Durham Airport in North Carolina, the Company is one of
several former operators of fuel tanks at the facility responsible
for sharing remediation costs.  The Company reached a settlement
agreement with the airport authority there during fiscal year 1996
which limits the Company's liability to $85 with payments to the
authority not to exceed $20 in any calendar year.  The Company has
been billed and paid $38 through June 30, 2005.

At June 30, 2005 the Company has included in its financial
statements an accrual for environmental remediation of $104.  The
Company is reimbursed by the Wisconsin Petroleum Environmental
Cleanup Fund in excess of 95% of remediation expenses.  The
accrual of $104 has not been reduced by any expected future
reimbursements from Wisconsin.  The accrued liability is included
in accrued expenses-other on the balance sheet.



                                        9

b-FAST CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)

Although the escrow for environmental remediation in connection
with the
sale of the Chicago FBO expired in March 2002 and the funds were
returned, a contingent liability exists within the sales
agreement.  The agreement states that sellers shall pay 100% of
buyers' expenses of remediation up to the first $390 and 50% of
the next $390, for a maximum of $585.  The Company has not been
notified of any remediation expenses incurred to date, and the
Company has no knowledge if and when any will be incurred.

Recent Accounting Announcements

In December 2004, the FASB issued Statement of Financial
Accounting Standards, or SFAS, No. 123R "Share-Based Payment."
SFAS No. 123R establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments
for goods or services.  This Statement focuses primarily on
accounting for transactions in which an entity obtains employee
services in share-based payment transactions.  SFAS No. 123R
requires that the fair value of such equity instruments be
recognized as an expense in the historical financial statements
as services are performed.  SFAS 123R, replaces SFAS 123,
Accounting for Stock Based Compensation and supercedes APB
opinion No. 25, Accounting for Stock Issued to Employees.  This
guidance is effective as of the first annual reporting period
beginning after June 15, 2005.  The adoption of SFAS 123R is not
expected to have a material effect on our financial position or
operation.



                                        10


























REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders of
b-Fast Corp.
Newtown, Pennsylvania


We have reviewed the accompanying consolidated balance sheet of b-
Fast Corp. and subsidiaries as of June 30, 2005, the related
consolidated statements of operations for the three month and nine
month periods ended June 30, 2005 and 2004 and of cash flows for
the nine month periods ended June 30, 2005 and 2004.  These
interim consolidated financial statements are the responsibility
of the Company's management.

We conducted our reviews in accordance with the standards of the
Public Company Accounting Oversight Board (United States).  A
review of interim financial information consists principally of
applying analytical procedures and making inquiries of persons
responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance
with the standards of the Public Company Accounting Oversight
Board (United States), the objective of which is the expression of
an opinion regarding the consolidated financial statements taken
as a whole.  Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material
modifications that should be made to the accompanying interim
consolidated financial statements for them to be in conformity
with accounting principles generally accepted in the United States
of America.

As discussed in Note 2, certain conditions indicate that the
Company may be unable to continue as a going concern.  The
accompanying consolidated financial statements do not include any
adjustments to the financial statements that might be necessary
should the Company be unable to continue as a going concern.






/s/ WithumSmith+Brown, P.C.
Princeton, New Jersey
August 2, 2005









                                        11






ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
b-FAST CORP. AND SUBSIDIARIES

(DOLLAR AMOUNTS IN THOUSANDS)

Forward-Looking Statements

Certain statements in this report are forward-looking statements
within the meaning of the Private Securities Litigation Reform
Act of 1995.  Actual results may differ materially from those
indicated in such statements due to a number of factors,
including changes in customer spending patterns and in demand for
aviation fuel.

Additional factors that may affect our business and financial
results are the effect of planned and unplanned outages on our
operations; the potential impact of strikes or work stoppages at
facilities of our customers and suppliers; the sensitivity of our
results to relatively small changes in the prices we obtain for
our products; competition; the consolidation of many of our
customers and suppliers; the costs associated with environmental
controls and remediation expenditures and the uncertainty of
future environmental control requirements; availability and
prices associated with raw materials, supplies, utilities and
other services and items required by our operations; employment
matters; our ability to obtain new capital at reasonable costs
and terms; and the effect of existing and possible future
lawsuits against us.  The forward-looking statements included in
this document are based on information available to us as of the
date of this report, and we assume no obligation to update any of
these statements.

Critical Accounting Policies

b-Fast Corp.'s financial statements are prepared in accordance
with accounting principles that are generally accepted in the
United States. The methods, estimates, and judgments we use in
applying our most critical accounting policies have a significant
impact on the results we report in our financial statements. The
Securities and Exchange Commission has defined critical
accounting policies as policies that involve critical accounting
estimates that require (i) management to make assumptions that
are highly uncertain at the time the estimate is made, and (ii)
different estimates that could have been reasonably used for the
current period, or changes in the estimates that are reasonably
likely to occur from period to period, which would have a
material impact on the presentation of our financial condition,
changes in financial condition or in results of operations. Based
on this definition, our most critical policies include:
investment accounting, allowance for doubtful accounts and long-
lived assets, including investments in unconsolidated subsidiary.
 We discuss these policies further below, as well as the
estimates and management's judgments involved.  We believe these
policies either do not generally require us to make estimates and
judgments that are as difficult or subjective, or it is less
likely that they would have a material impact on our reported
results of operation for a given period.
The Company uses the equity method of accounting for their
investment in an unconsolidated subsidiary.  The Company
exercises significant influence by maintaining the entity's
checkbook, accumulating data for tax returns and having the
President and Chief Executive Officer serve as the manager of the
unconsolidated subsidiary.





                                        12






ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
b-FAST CORP. AND SUBSIDIARIES

(DOLLAR AMOUNTS IN THOUSANDS)
The allowance for doubtful accounts is based on our assessment of
the collectibility of specific customer accounts and an
assessment of  economic risk as well as the aging of the accounts
receivable.  If there is a deterioration of a major customer's
credit worthiness or actual defaults are higher than our
historical experience, our estimates of recoverability of amounts
due us could be adversely affected.
We estimate the useful lives of property and equipment in order
to determine the amount of depreciation and amortization expense
to be recorded during any reporting period. The majority of our
equipment is depreciated over four to seven years. The estimated
useful lives are based on historical experience with similar
assets as well as taking into account anticipated technological
or other changes. If technological changes were to occur more
rapidly than anticipated or in a different form than anticipated,
the useful lives assigned to these assets may need to be
shortened, resulting in the recognition of increased depreciation
in future periods. We review for impairment annually or when
events or circumstances indicate that the carrying amount may not
be recoverable over the remaining lives of the assets. In
assessing impairments, we follow the provisions of Statement of
Financial Accounting Standards No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets," utilizing cash
flows which take into account management's estimates of future
operations.

Results of Operations

The following table presents, as a percentage of total sales,
certain selected financial data for the Company for the periods
indicated.

                                     Three Months Ended     Nine Months Ended
                                           June 30,              June 30,
                                    2005          2004      2005         2004

Net Sales                          100.0%        100.0%    100.0%      100.0%
Cost of Sales                       41.5          38.4      42.6        41.7
Departmental costs                  54.5          53.7      50.5        54.1
Administrative costs                10.7          12.4      11.4        13.5
Equity in income of
 Unconsolidated subsidiary           5.7           3.9       5.2         4.0
Interest expense                    28.9          20.2      26.4        19.6
Other income                         0.5             -       0.2         0.6
Net loss                           (29.4)        (20.8)    (25.5)      (24.3)

Sales for the nine month period ended June 30, 2005 increased $278
(9.1%) over the same period in 2004.  Sales and services to
commercial aviation increased $128, aircraft charter increased
$126, fuel sales to general aviation increased $84, and sales of
miscellaneous ground services increased $51.  These increases were
reduced by decreases in military fuel sales of $28, and deicing
services of $83 due to a milder winter.  Sales for the three month
period ended June 30, 2005 increased $92 over the same period in
2004.  Military fuel sales increased $52, aircraft charter
increased $28, fuel sales to general aviation increased $14, sales
and services to commercial aviation decreased $14, and sales of
miscellaneous ground services increased $12.






                                        13




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
b-FAST CORP. AND SUBSIDIARIES

(DOLLAR AMOUNTS IN THOUSANDS)

Cost of sales as a percentage of sales increased 0.9% during the
nine months ended June 30, 2005 as compared to the same period in
2004.  During the three month period ended June 30, 2005, the cost
of sales percentage increased by 3.1% as compared to 2004.  During
this period, fuel costs were increasing rapidly and, as these cost
increases were passed on in higher selling prices, the percentage
of product cost to selling price increased.

Departmental costs increased $28 (1.7%) during the nine month
period ended June 30, 2005 as compared to the same period in 2004.
 The largest increases in this category were $23 for EPA related
expenses, $18 in damage to customer property, and $16 in rent
expense.  The largest decreases were $16 in payroll and benefits
and $13 in rental of equipment. Departmental costs increased $58
(11.0%) during the three month period ended June 30, 2005 as
compared to 2004.  The largest increases were $43 for maintenance
and repairs to the charter aircraft, $18 for damage to customer
property, and $17 for EPA related expense.  The largest decrease
was $26 in payroll and benefits.

Administrative costs decreased $33 (8.0%) in the nine month period
ended June 30, 2005 as compared to the same period in 2004.  The
largest decreases were $23 in bad debt expense, $16 in travel
expenses, $9 in legal fees, and $7 in professional fees.  The
largest increase was $18 in depreciation expense.  For the three
month period ended June 30, 2005, administrative costs decreased
$7 (5.7%).  The largest increases were $8 in professional fees and
$6 in depreciation expense.  The largest decreases were $14 in bad
debt expense, and $3 each in training expenses and legal fees.

Equity in income of unconsolidated subsidiary is the Company's
share of income or loss in RTB/AS during the nine and three month
periods.

Interest expense increased a combined $281 during the nine months
ended June 30, 2005 as compared to the same period in 2004.  $119
of the increase was an additional accrual on the New York State
fuel tax liability.  The balance of $162 is the result of nine
increases in the prime rate from July 2004 through June 2005.
Interest expense during the three month period ended June 30, 2005
increased $113, of which $40 was an additional accrual on the New
York State fuel tax liability, and the remaining $73 increase was
due to prime rate increases.

Liquidity and Capital Resources

During the nine months ended June 30, 2005, the Company used $57
of cash in operations and received $365 from return on investment
in unconsolidated subsidiary.  $114 was used to retire debt and
$188 was used to purchase fixed assets.

Working capital deficit increased $814 to ($27,408) from September
30, 2004 to June 30, 2005.  Current assets increased $86.  Current
liabilities increased $900 with $723 of the increase in accrued
interest due to affiliate.

The Company's revenues have been insufficient to cover the cost of
sales and operating expenses in the prior fiscal year.  Therefore
the Company




                                        14







ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
b-FAST CORP. AND SUBSIDIARIES

(DOLLAR AMOUNTS IN THOUSANDS)

has been dependent on other sources of cash flows.  There can be
no assurances that these other sources will continue to be
available or that revenues will increase to meet the Company's
cash needs.  During the remainder of fiscal 2005 the major source
of cash is expected to be provided by return on investment in
unconsolidated subsidiary.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Control and Procedures

As required by Rule 13a-15(b), management, including our CEO and
CAO, conducted an evaluation as of the end of the period covered
by this Report, of the effectiveness of our disclosure controls
and procedures.  Based on that evaluation, our CEO and CAO
concluded that, as of the end of the period covered by this
Report, our disclosure controls and procedures were effective to
provide reasonable assurance that the objectives of the
disclosure controls and procedures were met.

Changes in Internal Control

There were no changes in the Company's internal controls or in
other factors that could significantly affect these controls
subsequent to the date of their evaluation.  There were no
significant deficiencies or material weaknesses, and therefore
there were no corrective actions taken.







                                        15



ITEM 1. - LEGAL PROCEEDINGS

b-Fast is aware of only one legal action against the Company.  The
action was initiated by the taxing authority of the State of New
York and is described in the following paragraph.  It is possible
that there are unasserted, potential claims against the Company.
Such claims could be asserted against the Company at some point in
the future.  It is not uncommon for the Company to encounter
litigation that arises as a result of Company business operations.

From December 1994 through December 1996, b-Fast received
quarterly fuel tax assessments from the State of New York for
periods from September 1991 through November 1993 (collectively,
the "Assessments") relating to our former operations at a FBO in
Westchester, New York.  The Company timely filed appeals for the
Assessments.  The Assessments resulted from an audit by the
Division of Taxation that was performed in September 1994.  On
November 8, 2001 an Administrative Law Judge denied the Company's
appeals and sustained the Assessments, together with penalties and
interest.  The Company appealed this decision.  On September 12,
2002, the State of New York, Tax Appeals Tribunal affirmed the
decision of the Administrative Law Judge, together with penalties
and interest in the amount of $2,396.  An additional $119 of
interest was accrued during the current nine month period. There
have been discussions with collections representatives from the
State of New York to resolve the claim.  The Company is unable to
predict if efforts at compromising the liability will be
successful and if so, what the final liability may be.

ITEM 2. - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

	None.

ITEM 3. - DEFAULTS UPON SENIOR SECURITIES

An installment note is due Transtech in the amount of $6,910.
Quarterly payments of $300 plus interest at prime were to be paid
beginning October 1999.  A series of note modification agreements
deferred these payments.  The last modification agreement expired
March 20, 2004, and the Company has made no payments and is in
default.  No demands for payment have been made through June 30,
2005.

ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

	None.

ITEM 5. - OTHER INFORMATION

	None.

ITEM 6. - EXHIBITS

The following in a list of exhibits filed as part of the form 10-
QSB.

(31.9) Certification of Chief Accounting Officer pursuant to
Section 302(a) of the Sarbanes-Oxley Act of 2002
regarding disclosure controls and procedures.

(31.10)Certification of Chief Executive Officer pursuant to
Section 302(a) of the Sarbanes-Oxley Act of 2002
regarding disclosure controls and procedures.




                                        16





(32.9) Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.



(32.10)Certification of Chief Accounting Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.






                                        17





SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


b-FAST CORP.
(Registrant)


/s/ Paul R. Slack
 (Signature)
Paul R. Slack
Chief Accounting Officer and Controller
Date:  August 11, 2005


/s/ Bobby R. Adkins
(Signature)
Bobby R. Adkins
President and Chief Executive Officer
Chairman of the Board of Directors
Date:  August 11, 2005








                                        18






EXHIBIT 31.9

CERTIFICATION OF CHIEF ACCOUNTING OFFICER PURSUANT
TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

I, Paul R. Slack, certify that:

1.	I have reviewed this quarterly report on Form 10-QSB of b-
Fast Corp;

2.	Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements
were made, not misleading with respect to the period covered
by this quarterly report;

3.	Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this
quarterly report;

4.	The Registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f) for the Registrant and we have:

a)	designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by
others within those entities, particularly during the
period in which this report is being prepared;

b)	designed such internal control over financial
reporting, or caused such internal control over
financial reporting to be designed under our
supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the
preparation of financial statements for external
purposes in accordance with generally accepted
accounting principles;

c)	evaluated the effectiveness of the Registrant's
disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end
of the period covered by this report based on such
evaluation; and

d) disclosed in this report any changes in the
Registrant's internal control over financial reporting
that occurred during the Registrant's most recent
fiscal quarter (the Registrant's fourth fiscal quarter
in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect,
the Registrant's internal control over financial
reporting; and





5.	The Registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the Registrant's






                                        19





auditors and the audit committee of Registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in
the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the Registrant's ability to record,
process, summarize and report financial information;
and

	b)	any fraud, whether or not material, that involves
management or other employees who have a significant
role in the Registrant's internal control over
financial reporting.



August 11, 2005



/s/ Paul R. Slack
Paul R. Slack
Chief Accounting Officer






                                        20

EXHIBIT 31.10

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT
TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

I, Bobby Ray Adkins, certify that:

1.	I have reviewed this quarterly report on Form 10-QSB of b-
Fast Corp;

2.	Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements
were made, not misleading with respect to the period covered
by this quarterly report;

3.	Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this
quarterly report;

4.	The Registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f) for the Registrant and we have:

a)	designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by
others within those entities, particularly during the
period in which this report is being prepared;

b)	designed such internal control over financial
reporting, or caused such internal control over
financial reporting to be designed under our
supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the
preparation of financial statements for external
purposes in accordance with generally accepted
accounting principles;

c)	evaluated the effectiveness of the Registrant's
disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end
of the period covered by this report based on such
evaluation; and

d)	disclosed in this report any changes in the
Registrant's internal control over financial reporting
that occurred during the Registrant's most recent
fiscal quarter (the Registrant's fourth fiscal quarter
in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect,
the Registrant's internal control over financial
reporting; and



                                        21






5.	The Registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the Registrant's
auditors and the audit committee of Registrant's board of
directors (or persons performing the equivalent functions):

	a)all significant deficiencies and material weaknesses in the
	design or operation of internal control over financial
                reporting which are reasonably likely to adversely
                affect the
                Registrant's ability to record, process, summarize and
                report
                financial information; and

	b)	any fraud, whether or not material, that involves
                management
                or other employees who have a significant role in the
                Registrant's internal control over financial reporting.



August 11, 2005



/s/ Bobby Ray Adkins
Bobby Ray Adkins
President and Chief Executive Officer
Chairman of the Board of Directors





                                        22




EXHIBIT 32.9

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of b-Fast Corp. (the
"Company") on Form 10-QSB for the period ended June 30, 2005 as
filed with the Securities Exchange Commission (the "Report"), I,
Bobby Ray Adkins, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

		(1)	the Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and

		(2)	the information contained in the Report fairly
presents, in all in material respects, the financial
condition and result of operations of the Company.



_______________________________________
/s/ Bobby Ray Adkins
Chief Executive Officer
Date:  August 11, 2005







                                        23






EXHIBIT 32.10

CERTIFICATION OF CHIEF ACCOUNTING OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of b-Fast Corp. (the
"Company") on Form 10-QSB for the period ended June 30, 2005, as
filed with the Securities Exchange Commission (the "Report"), I,
Paul R. Slack, Chief Accounting Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

		(1)	the Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and

		(2)	the information contained in the Report fairly
presents, in all in material respects, the financial
condition and result of operations of the Company.



_______________________________________
/s/ Paul R. Slack
Chief Accounting Officer
Date:  August 11, 2005