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

Form 10-QSB

(Mark One)

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

		For the quarterly period ended December 31, 2001

?	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      No  X

	State the number of shares outstanding of each of the issuer's classes
of common equity, as of May 30, 2003:  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
December 31, 2001 (unaudited)                                      2

Consolidated Statements of Operations
three months ended December 31, 2001
and 2000 (unaudited)                                               4

Consolidated Statements of Cash Flows
three months ended December 31, 2001 and 2000
(unaudited)                                                        5

Notes to Consolidated Financial Statements - December 31, 2001
(unaudited)                                                        6

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations            13

        Forward-Looking Statements                                13

        Critical Accounting Policies                              13

        Results of Operations                                     14

        Liquidity and Capital Resources                           15

Item 3. Controls and Procedures                                   16

PART II - Other Information

Item 1.  Legal Proceedings                                        17

Item 2.  Changes in Securities and Use of Proceeds                17

Item 3.  Defaults Upon Senior Securities                          17

Item 4.  Submission of Matters to a Vote of Security Holders      17

Item 5.  Other Information                                        17

Item 6.  Exhibits and Reports on Form 8-K                         18

        Signatures                                                19



PART 1. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

b-FAST CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2001

(UNAUDITED:  DOLLAR AMOUNTS IN THOUSANDS)

ASSETS


CURRENT ASSETS
        Cash                                                     $    24
        Restricted cash                                              443
	Customer receivables, less allowance for
                doubtful accounts of $21                             141
        Inventories                                                   34
        Prepaid expenses and other current assets                     81
        Asset held for sale                                          740

TOTAL CURRENT ASSETS                                               1,463

PROPERTY AND EQUIPMENT
        Transportation equipment                                   1,576
        Machinery and equipment                                      170
        Furniture and fixtures                                        87
        Leasehold improvements                                       109

                                                                   1,942

Less:  Accumulated depreciation
        and amortization                                             511

PROPERTY AND EQUIPMENT, NET                                        1,431

OTHER ASSETS
        Equity in unconsolidated subsidiary                        7,893

TOTAL ASSETS                                                     $10,787


See Notes to Consolidated Financial Statements.

LIABILITIES AND STOCKHOLDERS' DEFICIENCY


CURRENT LIABILITIES
        Current maturities of long term debt-affiliate           $   667
        Current maturities of long term debt-other                   210
        Accounts payable-trade                                       224
	Accrued expenses
                Fuel taxes                                           850
                Interest and penalties-fuel taxes                  1,427
                Other                                                708
TOTAL CURRENT LIABILITIES                                          4,086

LONG-TERM DEBT, less current maturities
        Affiliate debt                                            14,882
        Affiliate interest                                         6,837
        Other                                                      1,452
TOTAL LONG-TERM DEBT                                              23,171

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK AND ACCRUED DIVIDENDS                   4,022
	Series A Cumulative Convertible Preferred Stock
		no par value - authorized 500,000 shares - issued
		and outstanding 144,185 shares
		(liquidation preference - $4,022)

STOCKHOLDERS' DEFICIENCY
	Preferred stock - authorized, 1,000,000 shares of
           no par value, 500,000 designated Series A cumulative
           convertible preferred stock                                -
	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                                 4,022
        Accumulated deficit                                      (34,982)
                                                                 (20,255)

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

TOTAL STOCKHOLDERS' DEFICIENCY                                   (20,492)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                   $10,787





See Notes to Consolidated Financial Statements




b-FAST CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE
AMOUNTS)



                                                    THREE MONTHS ENDED
                                                         DECEMBER 31,
                                                       2001    2000


NET SALES                                      $   498         $  830

COST AND EXPENSES

Cost of sales                                      218            444
Departmental costs, net of EPA
        expense reimbursements of $300 in 2000     497            222
Administrative costs                               176            125

Income (loss) from operations                     (393)            39

Equity in income of unconsolidated subsidiary      108              -
Interest expense - other                           (34)           (10)
Interest expense - affiliate                      (255)          (414)
Interest and penalty - fuel taxes                 (610)             -
Other income, net                                   23             55


NET LOSS                                        (1,161)          (330)

Preferred dividends                                (35)           (35)

Net loss applicable to common stockholders     $(1,196)        $ (365)

Net loss per share applicable
	to common stockholders
        Basic and Dilutive                      $(0.15)        $(0.05)

Weighted average shares outstanding:
        Basic and Dilutive                   7,998,052      7,998,052














See Notes to Consolidated Financial Statements

b-FAST CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)



                                                        THREE MONTHS ENDED
                                                           DECEMBER 31,
                                                         2001       2000
CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss                                             $(1,161)      $ (330)

 Adjustments to reconcile net loss to
   net cash used in operating activities:
 Depreciation and amortization                              98          39
 Equity in income of unconsolidated subsidiary            (108)          -
Provision for losses on accounts receivable                  -           1
 (Gain) on the sale of FBO operations                        -         (14)
 Change in assets and liabilities:
 Decrease in accounts receivable                            30         141
 Decrease in inventory                                       1          26
 (Increase) decrease in other current assets               (20)         62
 Increase (decrease) in accounts payable                    18        (266)
 Increase (decrease) in other accrued expenses             523         (97)
 Increase in accrued interest - affiliate                  241         397

    Total adjustments                                      783         289

 Net cash used in operating activities                    (378)        (41)

CASH FLOWS FROM INVESTING ACTIVITIES

 Purchases of property and equipment                       (16)         (9)
   Change in restricted cash                                (2)         (4)
   Return on investments in unconsolidated subsidiary      229           -
   Proceeds from the sale of FBO operations                  -         150

   Net cash provided by investing activities               211         137

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from issuance of long term debt-other            2           -
   Principal payments of long-term debt-affiliate          (26)        (23)
   Principal payments of long-term debt-other              (54)         (9)

   Net cash used in financing activities                   (78)        (32)

   Net (decrease) increase in cash & cash equivalents     (245)         64
     Cash and cash equivalents at beginning of period      269         177

     Cash and cash equivalents at end of period        $    24      $  241

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     Cash paid during the quarter for:
     Interest                                            $  59       $  29

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 $35 in each of the
three-month periods ended December 31, 2001 and 2000.

See Notes to Consolidated Financial Statements.

b-FAST CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001

(UNAUDITED:  DOLLAR AMOUNTS IN THOUSANDS)


NOTE 1:  BASIS OF PRESENTATION

The consolidated balance sheet as of December 31, 2001, consolidated
statements of earnings for the three month periods ended December 31, 2001
and 2000, and the consolidated statements of cash flows for the three month
periods then ended were prepared by 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 December 31, 2001 and for all periods
presented have been made.

Effective October 1, 2001, the Company began accounting for its investment
in RTB/AS, L.L.C. ("RTB/AS") under the equity method.  Prior to this date,
this entity was consolidated.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles 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, 2001
annual report on Form 10-KSB.  The results of operations for the three-
month periods ended December 31, 2001 and 2000 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 December 31, 2001 the Company had a working capital deficiency of
$2,623, stockholder's deficiency of $20,492, and incurred a net loss of
$1,196 for the three 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.

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 for the purpose of making investments in the auto racing
industry.  The Company owns a 99% interest in RTB/AS and Brant owns 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.

As of October 1, 2001, the Company determined that while it continues to
exercise significant influence over RTB/AS, it no longer had control of
RTB/AS.  As a result, the Company changed its method of accounting for
RTB/AS from consolidation in fiscal 2001 to the equity method in fiscal
2002.  The prior year financial statements have not been restated.
However, for purposes of the fiscal 2002 cash flow statement, the Company
utilized a pro forma balance sheet prepared on the equity method as of
September 30, 2001.

Pro Forma Consolidated Financial Information - Unaudited:

The accompanying consolidated statements of operations do not include any
revenue or expense of RTB/AS after October 1, 2001.  The pro forma results,
assuming the transaction occurred October 1, 2000 are as follows:


                                        Quarter ended December 31, 2000

(in thousands, except per share amounts)
Net Sales                                                 $  830

Net loss applicable to common stockholders                $  330

Basic and diluted net loss per share applicable
to common stockholders                                     $(.05)


NOTE 4:  INVESTMENT IN UNCONSOLIDATED SUBSIDIARY

As described in Note 4, 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 Sheets                                         As of
         (in thousands)                                  December 31, 2001
	Assets:

          Cash                                                $     4
          Investments                                           3,880
          Note Receivable - Member                              4,265
          Advance Receivable - Member                             132
           Total assets                                       $ 8,281

	Liabilities and Members' Equity

          Payable to Member                                      $ 77
          Accounts Payable                                          4
          Members' Equity                                       8,020
           Total liabilities and members' equity              $ 8,281

        Statement of Operations                             Quarter ended
             (in thousands)                              December 31, 2001

        Revenues                                                 $109

        Net income                                               $109


NOTE 5:  FINANCING ARRANGEMENTS

Long Term Debt-Affiliate
Included in this category are $7,972 of various demand loans due to
Transtech Holding Company, (Transtech), the Company's principle
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.  These amounts are classified as long term because the Company has
a Note Modification Agreement with Transtech whereby Transtech has agreed
to extend the repayment terms on the principal and all accrued but unpaid
interest thereon until March 20, 2004.  Also included in this category is
$636, the balance due to a finance company collateralized by a Cessna
aircraft.  The note bears interest at prime plus 1.2%.  The total $636 is
included in current maturities of long-term debt-affiliate because the
obligation was satisfied in January 2002 when the aircraft was sold.  Also
included in current maturities are $31 of short-term notes due Transtech,
Inc., a subsidiary of Transtech.

Long Term Debt-Other
This category includes $151 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 also owes Avfuel $20 on a note which is paid monthly per an
amortization schedule.  A bank in Wisconsin is due $3 for EPA cleanup which
is ongoing at a previously owned location within Wisconsin.  However, the
bank is paid directly by the Wisconsin Super Fund and therefore a $3
receivable is recorded in other current assets.  The Company has a $200
line of credit with its primary bank.  The balance at December 31, 2001 is
$90.  Repayment terms are interest only, paid monthly at a rate of prime
plus 0.5%, principal due on demand.  The Company owes $1,398 to a finance
company collateralized by a Beech aircraft.  Repayment terms are monthly
payments of $14, including interest at the rate of prime plus 0.5%, until
March 2016.  Of the total $1,662, $210 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 income 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
three month periods ended December 31, 2001 and 2000, 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 51.9%
of common stock and 71.8% of preferred) in the amount of $14,913.  Relative
to this debt, the Company had accrued interest of $6,837 at December 31,
2001.  During the three months ended December 31, 2001 the Company paid
none of the interest and $5 of principal to Transtech.

In prior years, Transportech, Inc., a wholly-owned subsidiary of Transtech,
advanced the Company $123.  The unpaid balance at December 31, 2001 was
$31.

In July 1996 the Company purchased a 1975 Cessna Citation 500 aircraft
owned by Brant for $708.  As part of the purchase agreement the Company
made monthly payments directly to Cessna Corporation (Cessna) on behalf of
Brant on the existing loan.  In August 1997 one of the airplane's engines
required an overhaul, which cost $240.  Mr. Brant increased the note with
Cessna by $200 and personally paid the additional $40, with the $240 being
charged to a fixed asset account.

The Company periodically used an aircraft owned by Valley Air Services,
Inc. (Valley Air) for travel by its employees, primarily management.
Valley Air billed the Company an hourly rate based on flight time.  The
President and Chief Executive Officer of Valley Air was Brant.  After the
death of Brant, his position was assumed by Maurice Lawruk.  The Company
was billed $0 and $18, respectively, for use of the aircraft during the
first quarter of fiscal 2002 and 2001.  The aircraft has not been used
since March 2001.

As of December 31, 2001 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

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 December 31, 2001.

At December 31, 2001 the Company has included in its financial statements
an accrual for environmental remediation of $104.  Based on estimates by
the engineering firms conducting the remediation projects, the Company has
sufficient reserves should any additional problems arise during
remediation.  The Company, in addition, 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 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.  There have
been no remediation expenses incurred to date, and the Company has no
knowledge if and when any will be incurred.

NOTE 9:  RECENT ACCOUNTING PRONOUNCEMENT

The FASB recently issued FASB Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets."  The new guidance resolves
significant implementation issues related to FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of."  Statement 144 is effective for fiscal years
beginning after December 15, 2001.  The Company adopted the provisions of
SFAS No. 144 as of October 1, 2001 and the adoption of SFAS No. 144 had no
impact on the Company's financial position or results of operations.

In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard 146, "Accounting for Exit or Disposal
Activities" SFAS No. 146. This statement addresses financial accounting and
reporting for costs associated with exit or disposal activities and
requires that a liability be recognized when it is incurred and should
initially be measured and recorded at fair value.  This statement is
effective for exit or disposal activities that are initiated after December
31, 2002 and management does not expect the adoption to have an impact on
the Company's consolidated financial position or results of operations.

In November 2002, the Financial Accounting Standards Board issued
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of Others."
FIN No. 45 addresses the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under certain
guarantees that it has issued.  Under Fin No. 45 recognition and initial
measurement provisions are applicable on a prospective basis to guarantees
issued or modified after December 31, 2002, irrespective of the guarantor's
fiscal year end.  The adoption of FIN No. 45 is not expected to have a
significant impact on the Company's consolidated financial position or
results of operations.
In January 2003, the Financial Accounting Standards Board issued
Interpretation on No. 46 "Consolidation of Variable Interest Entities." FIN
46 clarifies the application of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," to certain entities in which equity
investors do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity to finance
its activities without subordinated financial support from other parties.
FIN No. 46 applies immediately to variable interest entities (VIE) created
after January 31, 2003, and to VIE's in which an enterprise obtains an
interest after that date.  It applies in the first fiscal year or interim
period beginning after June 15, 2003, to VIE's in which an enterprise holds
a variable interest that it acquired before February 1, 2003.  FIN No. 46
applies to public enterprises as of the beginning of the applicable interim
or annual period.  The adoption of FIN No. 46 is not expected to have a
material impact on the Company's consolidated financial position,
liquidity, or results of operations.
In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". This
Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many
of those instruments were previously classified as equity. Some of the
provisions of this Statement are consistent with the current definition of
liabilities in FASB Concepts Statement No. 6, Elements of Financial
Statements. The remaining provision of this statement are consistent with
the Board's proposal to revise that definition to encompass certain
obligations that a reporting entity can or must settle by issuing its own
equity shares, depending on the nature of this relationship established
between the holder and the issuer. This Statement is effective for
financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. Since the Company has already classified its
Series A Cumulative Convertible Preferred Sock outside its stockholders'
deficiency section, the Company does not believe that the adoption of SFAS
150 will have a material impact upon the Company's financial statements.

NOTE 10:  SUBSEQUENT EVENTS

At December 31, 2001, the asset held for sale is a 1975 Cessna Citation 500
aircraft which was sold on January 25, 2002.  The asset is recorded at
estimated realizable value on the balance sheet.

In January 2002, Adkins loaned the Company $75, interest free.  The Company
repaid the loan in February 2002.

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, which includes $1,008 repayment a principal payment on the
$4,265 note receivable from Mrs. Brant.




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 Statement

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.  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.
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
                                                          December 31,
                                                        2001             2000

Net Sales                                              100.0%           100.0%
Cost of Sales                                           43.8             53.5
Departmental costs                                      99.8             26.8
Administrative costs                                    35.3             15.0
Equity in income of unconsolidated subsidiary           21.7               -
Interest expense                                        58.0             51.1
Other income                                             4.6              6.6
Interest and penalty-fuel taxes                        122.5                -
Net loss                                              (233.1)           (39.8)

Sales for the three month period ended December 31, 2001 decreased $332 as
compared to the same period in 2000.  While the sale of the Morgantown FBO
in October 2000 produced a decrease in sales of $122, sales at the
Harrisburg FBO decreased $242.  This decrease was primarily due to the
effect of September 11 on the aviation industry.  Services provided to
commercial aviation decreased only about $19.  The balance of the decrease
occurred in fuel sales and services provided to general aviation.  Landing
fees, which the Company collects on behalf of the airport, were 55% less
during the current three month period than those collected in the same
period in the prior year.  However, aircraft charter sales increased $32
from the prior year.

Cost of sales as a percentage of sales decreased from 53.5% to 43.8%,
primarily resulting from the change in the sales mix.  The Morgantown FBO
that was sold in October 2000 had a cost of sales for that period of 64%.
In 2001, into-plane fees to the airlines, which have no direct cost of
sales, make up a larger percentage of the sales at the Harrisburg FBO than
in the prior year because of the decline in fuel sales to general aviation.
These changes produced a lower cost of sales percentage.

Departmental costs, excluding the $300 EPA expense reimbursement in 2000,
decreased $25.  The sale of the Morgantown FBO produced a $31 decrease.
While temporary reduction in staff at Harrisburg produced a decrease in
salaries and benefits of approximately $15, rising rates in health and
liability insurance increased those costs $80 in 2001.

Administrative costs increased $51.  The sale of Morgantown produced a $9
decrease in these costs.  The majority of these costs are incurred at the
corporate level and include legal and professional fees, auditing fees, and
travel.  Also included is depreciation expense, where the major increase,
$58, occurred due to the purchase of a Beech aircraft in March 2000.
Interest expense-affiliate decreased $159 in the current year due entirely
to the decrease in the prime rate to 4.75% during the year.  Other interest
expense increased $24 because of the financing of the Beech aircraft.

Liquidity and Capital Resources

During the three months ended December 31, 2001 the Company used $378 of
cash in operating activities and another $16 for the purchase of property
and equipment.  Financing activities used $78.  Return on investments
provided $229.

Working capital decreased $737 to ($2,623) from September 30, 2001 to
December 31, 2001.  Current assets decreased $254, with $245 of that
decrease in cash.  Current liabilities increased $483.  Reductions in debt
of $58, and other accrued expenses of $86, were offset by the additional
accrual of $609 for interest and penalties on the New York fuel taxes.  The
debt owed Transtech and the related interest expense has not affected
working capital because Transtech has agreed to extend the repayment terms
on the principal and all accrued but unpaid interest thereon until March
20, 2004.

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
will increase to meet the Company's cash needs.  During the remainder of
fiscal 2002 the major source of cash is expected to be provided by return
on investments.

The Company anticipates cash flow during the remainder of the fiscal year
from the return on its investment in RTB/AS to provide approximately $1,000
of cash flow which will be available for use as working capital.

ITEM 3. CONTROL AND PROCEDURE

Evaluation of Disclosure Control and Procedures

Based on their evaluation, 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 significant 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.

PART II - OTHER INFORMATION

b-FAST CORP. AND SUBSIDIARIES

(DOLLAR AMOUNTS IN THOUSANDS)


ITEM 1. - LEGAL PROCEEDINGS

b-Fast is aware of only one action pending against the Company.  That
matter, initiated by the taxing authority of the State of New York is
discussed in more detail in the following paragraph.  In addition, it is
possible that there are unasserted, potential claims against the Company.
Such claims may be asserted in the future.  It is not uncommon for the
Company to encounter litigation as a result of general business operations.

From December 1994 through December 1996, the Company received quarterly
tax assessments from the State of New York for periods from September 1991
through November 1993 ("Assessments"). The Company had ceased doing
business in New York in November 1993. The assessments resulted from an
audit performed in September 1994, and originally totaled approximately
$1,668 including interest and penalties. The Company had recorded a charge
of $1,668 for principal ($850) and interest and penalties thereon ($818) in
fiscal years prior to September 30, 1999. On November 7, 2001, an
Administrative Law Judge 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 Administrative Law
Judge and sustained the assessments, together with additional penalties and
interest in the amount of $2,277 in aggregate.  Therefore, the Company
recorded an additional expense of $610 in fiscal 2002.  On January 10,
2003, the Company's period of appeals expired.  The Company intends to
utilize the Offer in Compromise Program established by the New York State
Department of Taxation and Finance to possibly resolve the liability at a
reduced amount.  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 AND USE OF PROCEEDS

	None.

ITEM 3. - DEFAULTS UPON SENIOR SECURITIES

	None.

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.

99.2 Certification of Bobby Ray Adkins pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002

99.3	Certification of Paul R. Slack 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:  None

	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
Paul R. Slack
Chief Accounting Officer and
Controller
Date:  August 7, 2003



/s/ Bobby R. Adkins
Bobby R. Adkins
President and Chief Executive Officer
Date: August 7, 2003

CERTIFICATION

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-14 and 15d-14) for the Registrant
and we have:

a)	designed such disclosure controls and procedures 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
quarterly report is being prepared;

b)	evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and

c)	presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5.	The Registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, 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 in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and

b)	any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and


6.	The Registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


Date: August 7, 2003


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


CERTIFICATION

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-14 and 15d-14) for the Registrant
and we have:

a)	designed such disclosure controls and procedures 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
quarterly report is being prepared;

b)	evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and

c)	presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5.	The Registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, 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 in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and

b)	any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and


6.	The Registrant's other certifying officer and I have indicated in this
quarterly report whether or to there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

	Date : August 7, 2003



/s/ Bobby R. Adkins
Bobby R. Adkins
President and Chief Executive Officer




EXHIBIT 99.2

CERTIFICATION 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 December 31, 2001, 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 R. Adkins
Chief Executive Officer
Date: August 7, 2003

EXHIBIT 99.3

CERTIFICATION 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 December 31, 2001, 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 7, 2003