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, 2004

     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 12,  2004:   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.  Financial Statements
Consolidated Balance Sheet
March 31, 2004 (unaudited)                                    2

Consolidated Statements of Operations
three months and six months ended March 31, 2004
and 2003 (unaudited)                                          4

Consolidated Statements of Cash Flows
six months ended March 31, 2004 and 2003
(unaudited)                                                   5

Notes to Consolidated Financial Statements - March 31, 2004
(unaudited)                                                   7

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

         Forward-Looking Statements

         Critical Accounting Policies

         Results of Operations

         Liquidity and Capital Resources

Item 3.  Control and Procedure                               15

PART II - Other Information

Item 1.  Legal Proceedings                                   16

Item 2.  Changes in Securities and Use of Proceeds           16

Item 3.  Defaults Upon Senior Securities                     16

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

Item 5.  Other Information                                   16

Item 6.  Exhibits and Reports on Form 8-K                    17

         Signatures                                          18

ASSETS


CURRENT ASSETS
  Cash                                                  $   51
  Customer receivables, less allowance for
    doubtful accounts of $22                               314
  Inventories                                               34
  Prepaid expenses and other current assets                113

TOTAL CURRENT ASSETS                                       512

PROPERTY AND EQUIPMENT
  Transportation equipment                               1,576
  Machinery and equipment                                  209
  Furniture and fixtures                                    87
  Leasehold improvements                                    45

                                                         1,917

Less:  Accumulated depreciation
  and amortization                                         704

PROPERTY AND EQUIPMENT, NET                              1,213

OTHER ASSETS
  Equity in unconsolidated subsidiary                    6,580

TOTAL ASSETS                                            $8,305


















See Notes to Consolidated Financial Statements.
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Short-term borrowings                                $    24
  Current maturities of long term debt-affiliate        14,874
  Current maturities of long term debt-other               172
  Accounts payable-trade                                   243
  Accrued expenses
    Affiliate interest                                   8,648
    Fuel taxes                                             850
    Interest and penalties-fuel taxes                    1,427
    Other                                                  506
TOTAL CURRENT LIABILITIES                               26,744

LONG-TERM DEBT, less current maturities                  1,018

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK AND ACCRUED DIVIDENDS
  Series A Cumulative Convertible Preferred Stock
    no par value - authorized 500,000 shares - issued
    and outstanding 144,185 shares                       4,334
    (liquidation preference - $4,334)

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                             3,709
  Accumulated deficit                                  (37,968)
                                                       (23,554)

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

TOTAL STOCKHOLDERS' DEFICIENCY                         (23,791)

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY           $ 8,305











See Notes to Consolidated Financial Statements.
                                     THREE MONTHS ENDED      SIX MONTHS ENDED
                                             March 31,              March 31,
                                             (Restated)           (Restated)
                                        2004      2003         2004       2003

NET SALES                             $1,084    $  940       $ 2,079    $1,899

COST AND EXPENSES

Cost of sales                            482       415           899       802
Departmental costs                       587       546         1,130     1,088
Administrative costs                     145       146           292       283

Loss from operations                    (130)     (167)         (242)     (274)

Interest expense - other                 (11)      (17)          (23)      (35)

Interest expense - affiliate            (188)     (196)         (378)     (403)

Equity in income
  Unconsolidated subsidiary               37        32            83        28

Other income (expense), net                8         5            19         5

NET LOSS                                (284)     (343)         (541)     (679)

Preferred dividends                      (34)      (34)          (69)      (69)

Net loss applicable
  to common shareholders               $(318)   $ (377)       $ (610)    $(748)

Net loss per share
  applicable to common
  shareholders

Basic and Dilutive                    $(0.04)   $(0.05)      $ (0.08)  $ (0.10)

Weighted average shares
  outstanding:

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










See Notes to Consolidated Financial Statements.

                                                 SIX MONTHS ENDED
                                                      MARCH 31,
                                                     (Restated)
                                                  2004      2003
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                       $(541)    $(679)

  Adjustments to reconcile net loss to
    net cash used in operating activities:
  Depreciation and amortization                     71        72
  Equity in income of unconsolidated subsidiary    (83)      (28)
  Change in assets and liabilities:
  Increase in accounts receivable                  (25)      (31)
  (Increase) decrease in inventory                 (22)        6
  (Increase) decrease in other current assets        8       (13)
  Increase in accounts payable                      53        42
  Decrease in other accrued expenses                (7)      (39)
  Increase in accrued interest - affiliate         378       402

  Total adjustments                                373       411

  Net cash used in operating activities           (168)     (268)

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchases of property and equipment              (7)      (24)
  Return on investments in
    unconsolidated subsidiary                      265       336

  Net cash provided by investing activities        258       312

CASH FLOWS FROM FINANCING ACTIVITIES

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

  Net cash used in financing activities            (92)      (90)

  Net decrease in cash & cash equivalents           (2)      (46)
  Cash and cash equivalents at beginning of period  53       148

  Cash and cash equivalents at end of period     $  51    $  102





                                               SIX MONTHS ENDED
                                                    MARCH 31,
                                               2004         2003

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the period for:
  Interest                                     $ 23          $ 35

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
 $71  in  each of the six-month periods ended March 31, 2004  and
 2003.

 The  Company  incurred debt in the amount of $7 upon  purchasing
 property and equipment.




































See Notes to Consolidated Financial Statements.
NOTE 1:  BASIS OF PRESENTATION

The consolidated balance sheet as of March 31, 2004, consolidated
statements  of  operations for the three and  six  month  periods
ended March 31, 2004 and 2003, and the consolidated statements of
cash flows for the six 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 March 31, 2004 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 that 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, 2003 annual  report  on
Form  10-KSB.   The results of operations for the three  and  six
month  periods ended March 31, 2004 and 2003 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, 2004 the Company had a working capital deficiency of
$26,232, stockholder's deficiency of $23,791, and incurred a  net
loss  of  $541  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.

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 a 1% interest  with
100% voting rights.  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  its
investment in 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)                               March 31, 2004

     Assets
     Cash                                              $  505
     Investments                                        2,000
     Note and Interest Receivable - Member              3,446
     Advance Receivable - Member                          633
     Advance Receivable - Member                          132
       Total assets                                    $6,716
     Liabilities and members' equity
       Accounts  Payable                                   $4
       Member's  Capital                                6,712
    Total liabilities and members' equity              $6,716

     Statement of Operations                           Six-months ended
          (in thousands)                                March 31, 2004

      Revenues                                                 $  100

      Net  income                                                 $83

Management has estimated the advance receivable - member of $633.
This amount is subject to a true-up calculation, which may effect
the realization of this amount.

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. 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.

NOTE 5:  FINANCING ARRANGEMENTS

Short-Term Borrowings
The Company had an available line of credit of $175 which expired
on  March  31, 2004, with a bank in connection with the state  of
Wisconsin Petroleum Environmental Cleanup Fund Act.  The line  of
credit requires an annual renewal, which is currently in process,
and  the Company expects to renew through March 15, 2005.   There
is  an  outstanding balance of $24 on the line of credit at March
31, 2004.

Current Maturities of Long Term Debt-Affiliate
Included in this category are $7,964 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 short term because the Company  had  a
Note Modification Agreement with Transtech whereby Transtech  had
agreed  to  extend the repayment terms on the principal  and  all
accrued  but  unpaid interest thereon until March 20,  2004,  and
there has been no further extension of the repayment terms.

Long Term Debt-Other
This  category includes $62 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 $1,121 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.  The Company also owes a finance company
$7  for the lease purchase of a truck lift.  Of the total $1,190,
$172 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 three and
six  month periods ended March 31, 2004 and 2003, 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  $14,874.   Relative to this  debt,  the  Company  had
accrued  interest of $8,648 at March 31, 2004.   During  the  six
months ended March 31, 2004 the Company paid none of the interest
and $9 of the principal to Transtech.

As  of March 31, 2004, 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  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, 2004.

At  March  31,  2004 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:  RESTATEMENT

As  disclosed in the Company's financial statements for the  year
ended  September  30,  2003 included in Form  10-KSB,  management
determined  that  interest  expense in  the  September  30,  2002
financial statements should be restated to reflect the correction
of errors.  This error also effected the Company's 2003 quarterly
reporting and, therefore, the Company has restated the prior year
quarterly results as follows:

                                Three Months Ended            Six Months Ended
                                  March 31, 2003                March 31, 2003
                      As Previously      As               As Previously     As
                        Reported      Restated            Reported    Restated

Statement of Operations:
Net Loss (1)             $(354)        $(343)              $(701)       $(679)
Interest
  expense-other (1)      $ (28)        $ (17)              $ (57)        $(35)
Net loss applicable
  to common
  shareholders (1)       $(388)        $(377)              $(770)       $(748)
Basic and diluted net
  loss per common share $(0.05)       $(0.05)             $(0.10)      $(0.10)

(1)  Interest  expense  was overstated by $11  during  the  three
months  ended  March 31, 2003 and by $22 during  the  six  months
ended  March  31,  2003  as  the result  of  using  an  incorrect
amortization  schedule  to  record  the  interest   expense   and
principal reduction on the note due Cessna.


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.  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          Six Months Ended
                              March 31,                  March 31,
                          2004         2003           2004       2003

Net Sales                 100.0%       100.0%        100.0%     100.0%
Cost of Sales              44.5         44.2          43.2       42.2
Departmental costs         54.2         58.1          54.4       57.3
Administrative costs       13.2         15.5          14.0       14.9
Equity in income of
  unconsolidated
  subsidiary                3.4          3.4           4.0        1.5
Interest expense           18.4         22.6          19.3       23.1
Other income (expense)      0.7          0.5           0.9        0.2
Net loss                  (26.2)       (36.5)        (26.0)     (35.8)

Sales  for  the  six-month period ended March 31, 2004  increased
$180  (9.5%)  compared to the same period in  2003.   Fuel  sales
increased   $77,  sales  and  services  to  commercial   aircraft
increased $52, and aircraft deicing increased $53 as a result  of
additional  equipment purchased in February 2003.   Landing  fees
collected,  an  indicator  of general  aviation  traffic  at  the
airport,  rose 9.4% in the current period.  Sales for  the  three
month period ended March 31, 2004 increased $144 (15.3%) over the
same  period  in  2003.   Fuel sales  increased  $36,  sales  and
services  to  commercial  aircraft increased  $43,  and  aircraft
deicing increased $44.

Cost  of  sales as a percentage of sales increased from 42.2%  to
43.2%  during  the  six-month period ending  March  31,  2004  as
compared  to  the  same period in 2003.  Such small  fluctuations
occur  due  to changes in the sales mix.  During the three  month
period  ended  March  31,  2004  the  cost  of  sales  percentage
increased from 44.2% to 44.5%.

Departmental  costs increased $42 for the six-month period  ended
March 31, 2004.  Rent and utilities increased a combined $55  due
to  the  rental  of  additional hanger space during  the  current
period,  and aircraft maintenance increased $64.  These increases
were offset by decreases in insurance expense of $29, payroll and
benefits  of  $17, building maintenance of $12, and  real  estate
taxes  of  $16.   The  majority of the  changes  described  above
occurred during the three month period ended March 31, 2004, when
the net increase was $41 over the previous year.

Administrative  costs increased $9 during the  six  months  ended
March  31, 2004 as compared to 2003.  Professional fees increased
$15 and an increase in a reserve for a note receivable caused  an
increase  of  $23.  These increases were offset by reductions  of
$20  in  travel  and related expenses, $2 in auditing  fees,  and
various  other expenses in this category, each of which decreased
somewhere  below $1.  During the three-month period  ended  March
31, 2004 total administrative costs decreased by $1, with most of
the  variations in the same costs as described for the  six-month
period.   Equity  in income of unconsolidated subsidiary  is  the
Company's  share  of income in RTB/AS during the  three  and  six
month periods.

Interest expense-affiliate decreased $25 as a result of two prime
rate  reductions, a 0.5% in November 2002 and  a  0.25%  in  June
2003.

LIQUIDITY AND CAPITAL RESOURCES

During the six months ended March 31, 2004, the Company used $168
of   cash  in  operations  and  received  $265  from  return   on
investments in unconsolidated subsidiary.  Additionally,  $7  was
used to purchase equipment, and $92 was used to retire debt.

Working  capital decreased $380 to ($26,232) from  September  30,
2003  to  March 31, 2004.  Current assets increased $37.  Current
liabilities  increased $417 with the major increase in  affiliate
interest of $378.

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  2004
the major source of cash is expected to be provided by return  on
investment in unconsolidated subsidiary.
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.

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 $2,267.  The Company  has
commenced discussions with collections representatives  from  the
State  of  New  York to resolve the claim.  The Company  also  is
examining the Offer in Compromise Program established by the  New
York  State  Department of Taxation and Finance as an  option  to
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.

   99.18Certification 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

   99.19Certification  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)



____________________________________
                         (Signature)
Paul R. Slack
Chief Accounting Officer
and Controller
Date:  May 14, 2004



_____________________________________
                          (Signature)
Bobby R. Adkins
President and Chief Executive Officer
Date:  May 14, 2004
                          CERTIFICATION

I, Paul R. Slack, certify that:

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

2.  Based  on  my knowledge, this annual 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 annual report;

3.  Based  on  my knowledge, the financial statements, and  other
    financial information included in this annual 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 annual 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  annual
          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 annual report
          (the "Evaluation Date"); and

    c)   presented  in  this annual 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:  May 14, 2004


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

I, Bobby Ray Adkins, certify that:

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

2.  Based  on  my knowledge, this annual 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 annual report;

3.  Based  on  my knowledge, the financial statements, and  other
    financial information included in this annual 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 annual 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  annual
          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 annual report
          (the "Evaluation Date"); and

    c)   presented  in  this annual 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:  May 14, 2004


/s/ Bobby Ray Adkins
Bobby Ray Adkins
President and Chief Executive Officer

EXHIBIT 99.18

                    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 March 31, 2004, 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 14, 2004
EXHIBIT 99.19

                    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 March 31, 2004, 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 14, 2004