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 March 31, 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 May 3, 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
March 31, 2005 (unaudited)                                    2

Consolidated Statements of Operations
three months and six months ended March 31, 2005
and 2004 (unaudited)                                          4

Consolidated Statements of Cash Flows
six months ended March 31, 2005
and 2004(unaudited)                                           5

Notes to Consolidated Financial Statements - March 31, 2005
(unaudited)                                                   6

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations       11

        Forward-Looking Statements                           11

        Critical Accounting Policies                         11

        Results of Operation                                 12

        Liquidity and Capital Resources                      13

Item 3.         Controls and Procedures                      14


PART II - Other Information

Item 1.  Legal Proceedings                                   15

Item 2.  Changes in Securities, Use of Proceeds, and Issuer  15
         Purchases of Securities

Item 3.  Defaults Upon Senior Securities                     15

Item 4.  Submission of Matters to a Vote of Security Holders 15

Item 5.  Other Information                                   15

Item 6.  Exhibits and Reports on Form 8-K                    15

         Signatures                                          18

ASSETS


CURRENT ASSETS
  Cash and Cash equivalents                                    $    60
  Customer receivables, less allowance for
     doubtful accounts of $27                                      352
  Inventories                                                       52
  Prepaid expenses and other current assets                        103

TOTAL CURRENT ASSETS                                               567

PROPERTY AND EQUIPMENT
  Transportation equipment                                       1,576
  Machinery and equipment                                          291
  Furniture and fixtures                                            45
  Leasehold improvements                                            38

                                                                 1,950

Less:  Accumulated depreciation
  and amortization                                                 708

PROPERTY AND EQUIPMENT, NET                                      1,242

OTHER ASSETS
  Equity in unconsolidated subsidiary                            5,653

TOTAL ASSETS                                                   $ 7,462










See Notes to Consolidated Financial Statements.




                                       2







LIABILITIES AND STOCKHOLDERS' DEFICIENCY


CURRENT LIABILITIES
  Short term borrowings                                             $     29
  Current maturities of long term debt-affiliate                      14,867
  Current maturities of long term debt-other                             158
  Accounts payable-trade                                                 223
  Accrued expenses
    Affiliate interest                                                 9,505
    Fuel taxes                                                           850
    Interest and penalties-fuel taxes                                  1,506
    Other                                                                492
TOTAL CURRENT LIABILITIES                                             27,630

LONG-TERM DEBT, less current maturities                                  872

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                                     4,471
    (liquidation preference - $4,471)

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                                           3,573
  Accumulated deficit                                                (39,552)
	(25,274)

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

TOTAL STOCKHOLDERS' DEFICIENCY                                       (25,511)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                       $ 7,462











See Notes to Consolidated Financial Statements






                                       3



<TABLE>
                                   THREE MONTHS ENDED              SIX MONTHS ENDED
                                         March 31,                       March 31,

                             <c>             <c>              <c>             <c>
                                 2005            2004            2005            2004

NET SALES                      $1,130           $1,084          $2,265         $2,079

COST AND EXPENSES

Cost of sales                     489              482             977            899
Departmental costs                556              587           1,100          1,130
Administrative costs              125              145             266            292

Loss from operations              (40)            (130)            (78)          (242)

Interest expense - other          (54)             (11)           (105)           (23)

Interest expense - affiliate     (239)            (188)           (464)          (378)

Equity in income of
  Unconsolidated subsidiary        58               37             110             83

Other income (expense), net         1                8               1             19

NET LOSS                         (274)            (284)           (536)          (541)

Preferred dividends               (35)             (34)            (70)           (69)

Net loss applicable
  to common shareholders        $(309)           $(318)          $(606)         $(610)

Net loss per share
  applicable to common
  shareholders

Basic and Diluted              $(0.04)          $(0.04)         $(0.08)        $(0.08)

Weighted average shares
  outstanding:

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

</TABLE>









See Notes to Consolidated Financial Statements








                                       4







                                                            SIX MONTHS ENDED
                                                                  MARCH 31,
                                                           2005            2004
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                                $(536)          $(541)

  Adjustments to reconcile net loss to
   net cash used in operating activities:
  Depreciation and amortization                              84              71
  Provision for bad debts                                     2               -
  Equity in income of unconsolidated subsidiary            (110)            (83)
  Change in assets and liabilities:
  Increase in accounts receivable                           (27)            (25)
  Increase in inventory                                     (32)            (22)
  Decrease in other assets                                   26               8
  Increase in accounts payable                               19              53
  Decrease in other accrued expenses                        (16)             (7)
  Increase in interest and penalties-fuel taxes              79               -
  Increase in accrued interest - affiliate                  464             378

  Total adjustments                                         489             373

  Net cash used in operating activities                     (47)           (168)

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchases of property and equipment                      (184)             (7)
  Return of investment in unconsolidated
    subsidiary                                              340             265

  Net cash provided by investing activities                 156             258

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from short-term borrowings                         -               3
  Principal payments of long-term debt-affiliate              -              (9)
    Principal payments of long-term debt-other              (81)            (86)

  Net cash used in financing activities                     (81)            (92)

  Net increase (decrease) in cash & cash equivalents         28              (2)
  Cash and cash equivalents at beginning of period           32              53

  Cash and cash equivalents at end of period             $   60           $  51

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the period for:
    Interest                                             $   26           $  23

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 $70 and $69,
respectively, in each of the six-month periods ended March 31, 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
March 31, 2005

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)

NOTE 1:  BASIS OF PRESENTATION

The consolidated balance sheet as of March 31, 2005, consolidated
statements of operations for the three month and six month periods ended
March 31, 2005 and 2004, and the consolidated statements of cash flows for
the six 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 March 31, 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.  The results of
operations for the three and six month periods ended March 31, 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 March 31, 2005 the Company had a working capital deficiency of $27,063,
stockholder's deficiency of $25,511, and incurred a net loss of $536 for
the six 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
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 owns




                                       6


b-FAST CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2005

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)

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

Effective October 1, 2001, the Company began accounting for RTB/AS under
the equity method. RTB/AS's tax year end is December 31.  Condensed
financial information of RTB/AS is as follows:

        Balance Sheet                                           As of
     (in thousands)                                         March 31, 2005
	Assets
        Cash                                                    $  172
	Certificates of Deposit              			 2,000
	Note and Interest Receivable - Member			 3,445
	Note and Interest Receivable-Other			 1,146
        Advance Receivable - Member                                132
           Total assets                                         $6,895

	Liabilities and members' equity
        Accounts Payable                                        $    4
        Notes Payable                                            1,134
        Accrued Interest                                             5
        Member's Equity                                          5,752
	   Total liabilities and members' equity		$6,895

        Statement of Operations                            Six months ended
        (in thousands)                                      March 31, 2005

        Revenues                                                $  126
        Net income                                              $  111

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 of
4.25% and matures on June 9, 2006.






                                       7



b-FAST CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2005

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)

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 $29 outstanding on the line of
credit at March 31, 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 March 31, 2005.  As a result, the principal and accrued interest on
these notes has been classified as short-term obligations at March 31,
2005.

Long Term Debt
This category includes $26 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 $1,000 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 $1,030,
$158 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
six month and three month periods ended March 31, 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
preferred stock), in the amount of $14,867.  Relative to this debt, the
Company had accrued interest of $9,505 at March 31, 2005. During the six





                                       8



b-FAST CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2005

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)

months ended March 31, 2005 the Company paid none of the interest or
principal to Transtech.

As of March 31, 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 $2,356.  An
additional $79 of interest was accrued during the six months ended March
31, 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 negotiate 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 March 31, 2005.

At March 31, 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.

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





                                       9


b-FAST CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2005

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)

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 interim or annual reporting period after December 15, 2005 for
Small Business Filers.  The adoption of SFAS 123R is not expected to have
a material effect on our financial position or operation.







                                       10









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.








                                       11



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           Six Months Ended
                                    March 31,                  March 31,
                                 2005       2004         2005        2004

Net Sales                       100.0%      100.0%      100.0%      100.0%
Cost of Sales                    43.3        44.5        43.1        43.2
Departmental costs               49.2        54.2        48.6        54.4
Administrative costs             11.0        13.2        11.8        14.0
Equity in income of
 Unconsolidated subsidiary        5.1         3.4         4.9         4.0
Interest expense                 25.9        18.4        25.1        19.3
Other income                        -         0.7           -         0.9
Net loss                        (24.3)      (26.2)      (23.7)      (26.0)

Sales for the six month period ended March 31, 2005 increased $186 (8.9%)
over the same period in 2004.  Sales and services to commercial aviation
increased $125, aircraft charter income increased $98, fuel sales to
general aviation increased $70, and sales of miscellaneous ground services
increased $56.  These increases were reduced by decreases in military fuel
sales of $80, a result of fewer military aircraft landings at the airport,
and deicing services of $83 due to a milder winter.  Sales for the three
month period ended March 31, 2005 increased $46 over the same period in
2004.  Sales and services to commercial aviation increased $47, charter
income increased $39, sales of fuel to general aviation increased $96, and
sales of miscellaneous ground services increased $22.  These increases were






                                       12



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

(DOLLAR AMOUNTS IN THOUSANDS)

reduced by decreases in military fuel sales of $125 and deicing services of
$33.

Cost of sales as a percentage of sales remained relatively unchanged for
the six months periods in both years.  For the three month period ended
March 31, 2005 the cost of sales percentage was 1.2% less than 2004, a
result of the changing sales mix.

Departmental costs decreased $30 (2.7%) during the six month period ended
March 31, 2005 as compared to the previous year, and as a percentage of
sales they decreased 5.8%.  The largest increases were in rent expense of
$13, due to escalation clauses, payroll and benefits of $10, equipment
maintenance and repairs of $9, and EPA expense of $6.  The largest
decreases were in aircraft maintenance of $47, equipment rental of $14, and
insurance expense of $6.  Departmental costs for the three months ended
March 31, 2005 decreased $31 as compared to 2004.  The largest decreases
were $39 in aircraft maintenance and repairs, and $7 in insurance expense.
The largest increases were in equipment maintenance and repairs of $9 and
real estate rent of $3.

Administrative costs decreased $26 (8.9%) in the six month period ended
March 31, 2005.  Decreases in professional fees of $15, travel expenses of
$13 and bad debt expense of $9, were offset by increased depreciation
expense of $12.  Administrative costs for the three month period ended
March 31, 2005 decreased $20 (13.8%).  Decreases in professional fees of
$8, travel expenses of $5, and bad debt expense of $14, were offset by an
increase in depreciation expense of $6.

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

Interest expense increased a combined $168 during the six month period in
2005.  $79 of the increase was an additional accrual on the New York State
fuel tax liability.  The balance of $89 is the result of seven increases in
the prime rate from July 2004 through March 2005.  Interest expense during
the three month period ended March 31, 2005 increased $94, of which $39 was
an additional accrual on the New York State fuel tax liability, and the
remaining $55 increase was due to prime rate increases.

Liquidity and Capital Resources

During the six months ended March 31, 2005, the Company used $47 of cash in
operations and received $340 from return on investment in unconsolidated
subsidiary.  $81 was used to retire debt and $184 was used to purchase
fixed assets.

Working capital deficit increased $469 to ($27,063) from September 30, 2004
to March 31, 2005.  Current assets increased $59.  Current liabilities
increased $528 with $464 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 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







                                       13



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

(DOLLAR AMOUNTS IN THOUSANDS)

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

Based on their evaluation, conducted before the final preparation of the
March 31, 2005 financial statements, the Company's principal executive
officer and principal financial officer have concluded that the Company's
disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the
time periods specified in Securities and Exchange Commission rules and
forms.

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.








                                       14




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 $2,356.  An
additional $79 of interest was accrued during the current six 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. - CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF
           SECURITIES

	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 March 31, 2005.

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

	None.

ITEM 5. - OTHER INFORMATION

	None.

ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

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

(31.5) Certification of Chief Accounting Officer regarding disclosure
controls and procedures.

(31.6) Certification of Chief Executive Officer regarding disclosure
controls and procedures.






                                       15


(32.5) 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.



(32.6) 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.

(b)  Reports on Form 8-K:

	On January 18, 2005 the Company filed Form 8-K to announce the
	resignation of Maurice Lawruk, a member and Chairman of the Board
	of Directors of b-Fast Corp, and his replacement by Bobby R.
	Adkins, a current member of the Board, as Chairman of the Board
	until the next annual meeting of the shareholders.

(c)  Review by Independent Registered Accounting Firm.

 The consolidated balance sheet as of March 31, 2005, the
 consolidated statements of operations for the three and six months
 ended March 31, 2005 and 2004, and the consolidated statements of
 cash flows for the three and six months ended March 31, 2005 and 2004
 have been reviewed by the registrant's independent registered public
 accounting firm, WithumSmith+Brown, P.C., whose report covering their
 review of the financial statements follows.














                                       16














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 March 31, 2005, the related consolidated
statements of operations for the three month and six month periods ended
March 31, 2005 and 2004 and the related consolidated cash flow statements
for the six month periods ended March 31, 2005 and 2004.  These interim
consolidated financial statements are the responsibility of the Company's
management.

We conducted our review 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, 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 review, 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 U.S. generally accepted
accounting principles.

Note D of the Company's audited consolidated financial statements as of
September 30, 2004 and for the year then ended discloses that the Company
had a working capital deficit of $26,594,000 and a stockholders' deficiency
of $24,905,000 as of September 30, 2004.  Our auditors' report on those
consolidated financial statements includes an explanatory paragraph
referring to the matters in Note D of those consolidated financial
statements indicating that these matters raised substantial doubt about the
Company's ability to continue as a going concern.  As indicated in Note 2
of the Company's unaudited interim consolidated financial statements as of
March 31, 2005 and for the three month and six month periods then ended,
the Company had a working capital deficit and a stockholders' deficiency.
The accompanying interim consolidated financial information does not
include any adjustments that might result from the outcome of this
uncertainty.







/s/ WithumSmith+Brown, P.C.
Princeton, New Jersey
May 5, 2005





                                       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:  May 20, 2005


/s/ Bobby R. Adkins
(Signature)
Bobby R. Adkins
President and Chief Executive Officer
Chairman of the Board of Directors
Date:  May 20, 2005
























                                       18









EXHIBIT 31.7

CERTIFICATION OF CHIEF FINANCIAL 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





                                       19






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.



May 20, 2005



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






                                       20




EXHIBIT 31.8

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.



May 20, 2005



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




                                       22




EXHIBIT 32.7

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 March 31, 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:  May 20, 2005






                                       23



EXHIBIT 32.8

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 March 31, 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:  May 20, 2005





                                       24