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

Form 10-QSB

(Mark One)

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

      For the quarterly period ended June 30, 2003

?  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 July 31, 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
June 30, 2003 (unaudited)                                           2

Consolidated Statements of Operations
three months and nine months ended June 30, 2003
and 2002 (unaudited)                                                4

Consolidated Statements of Cash Flows
nine months ended June 30, 2003 and 2002
(unaudited)                                                         5

Notes to Consolidated Financial Statements - June 30, 2003
(unaudited)                                                         7

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

        Forward-Looking Statements                                 11

        Critical Accounting Policies                               11

        Results of Operation                                       12

        Liquidity and Capital Resources                            13

Item 3.         Controls and Procedures                            14


PART II - Other Information

Item 1.  Legal Proceedings                                         15

Item 2.  Changes in Securities and Use of Proceeds                 15

Item 3.  Defaults Upon Senior Securities                           15

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

Item 5.  Other Information                                         15

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

         Signature                                                 16

ASSETS


CURRENT ASSETS
  Cash                                                        $    55
  Customer receivables, less allowance for
  doubtful accounts of $31                                        299
  Inventories                                                      18
  Prepaid expenses and other current assets                       129

TOTAL CURRENT ASSETS                                              501

PROPERTY AND EQUIPMENT
  Transportation equipment                                      1,576
  Machinery and equipment                                         202
  Furniture and fixtures                                           87
  Leasehold improvements                                           38

                                                                1,903

Less:  Accumulated depreciation
  and amortization                                                597

PROPERTY AND EQUIPMENT, NET                                     1,306

OTHER ASSETS
  Equity in unconsolidated subsidiary                           6,780

TOTAL ASSETS                                                  $ 8,587




















See Notes to Consolidated Financial Statements.

LIABILITIES AND STOCKHOLDERS' DEFICIENCY


CURRENT LIABILITIES
  Current maturities of long term debt-affiliate              $     6
  Current maturities of long term debt-other                      103
  Accounts payable-trade                                          183
  Accrued expenses
    Fuel taxes                                                    850
    Interest and penalties-fuel taxes                           1,427
    Other                                                         457
TOTAL CURRENT LIABILITIES                                       3,026

LONG-TERM DEBT, less current maturities
  Affiliate debt                                               14,882
  Affiliate interest                                            8,079
  Other                                                         1,304
TOTAL LONG-TERM DEBT                                           24,265

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                              4,229
    (liquidation preference - $4,229)

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                                    3,815
  Accumulated deficit                                         (37,216)
                                                              (22,696)

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

TOTAL STOCKHOLDERS' DEFICIENCY                                (22,933)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                $ 8,587












See Notes to Consolidated Financial Statements

	                          THREE MONTHS ENDED	      NINE MONTHS ENDED
	                               June 30,      	           June 30,
                               2003            2002           2003        2002

NET SALES                    $  880          $  919         $ 2,779    $ 1,926

COST AND EXPENSES

Cost of sales                   362             352           1,164        770

Departmental costs              516             505           1,604      1,499

Administrative costs            136             189             419        541

Loss from operations           (134)           (127)           (408)      (884)

Interest expense - other        (29)            (94)           (86)      (154)

Interest expense - affiliate   (196)           (216)           (599)      (675)

Equity in income of
  Unconsolidated subsidiary     168              50             195        188

Interest and
  penalty - fuel taxes            -               -               -       (610)

Other income (expense), net      35             (14)             40        (4)

NET LOSS                       (156)           (401)           (858)    (2,139)

Preferred dividends             (35)            (35)           (104)      (105)

Net loss applicable
  to common shareholders     $ (191)         $ (436)        $  (962)   $(2,244)

Net loss per share
  applicable to common
  shareholders

Basic and Diluted            $(0.02)         $(0.05)        $ (0.12)   $ (0.28)


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

                                                        NINE MONTHS ENDED
                                                              JUNE 30,
                                                        2003            2002
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                             $  (858)        $(2,139)

Adjustments to reconcile net loss to
 net cash used in operating activities:
 Depreciation and amortization                           108             131
 Equity in income of unconsolidated subsidiary          (195)           (188)
 Change in assets and liabilities:
 (Increase) decrease in accounts receivable                8            (138)
 Decrease in inventory                                    10               1
 Increase in prepaid expense and other
  current assets                                         (11)            (39)
 Increase in accounts payable                             30              72
 Increase (decrease) in other accrued expenses           (47)            252
 Increase in accrued interest - affiliate                599             657

 Total adjustments                                       502             748

 Net cash used in operating activities                  (356)         (1,391)

CASH FLOWS FROM INVESTING ACTIVITIES

 Purchases of property and equipment                     (25)            (30)
 Change in restricted cash                                 -             441
 Return of investment in unconsolidated
 subsidiary and repayments of advances
 to affiliated entities                                  385           1,131
 Proceeds from the sale of assets held for sale            -              95

 Net cash provided by investing activities               360           1,637

CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from issuance of long term debt - affiliate      -              75
 Proceeds from issuance of long term debt-other            -               3
 Principal payments of long term debt-affiliate          (13)           (109)
 Principal payments of long-term debt-other              (84)           (174)

 Net cash used in financing activities                   (97)           (205)

 Net increase (decrease) in cash & cash equivalents      (93)             41
 Cash and cash equivalents at beginning of period        148             269

 Cash and cash equivalents at end of period          $    55         $   310











SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  Cash paid during the period for:
    Interest                                         $    85          $  166

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Dividends on the Company's preferred stock were accrued as an increase in
the value of the preferred stock in the amount of $104 in each of the nine
month periods ended June 30, 2003 and 2002.



See Notes to Consolidated Financial Statements.

NOTE 1:  BASIS OF PRESENTATION

The consolidated balance sheet as of June 30, 2003, consolidated statements of
earnings for the three and nine month periods ended June 30, 2003 and 2002,
and the consolidated statements of cash flows for the nine 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 June 30, 2003 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, 2002 annual report on
Form 10-KSB.  The results of operations for the three and nine month periods
ended June 30, 2003 and 2002 are not necessarily indicative of the operating
results for the full year.

NOTE 2:  GOING CONCERN

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

At June 30, 2003 the Company had a working capital deficiency of $2,525,
stockholder's deficiency of $22,933, and incurred a net loss of $858 for the
nine months then ended.  The financial condition of the Company raises
substantial doubt about its ability to continue as a going concern.  The
financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.

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. ("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.

NOTE 4:  INVESTMENT IN UNCONSOLIDATED SUBSIDIARY

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

	Balance Sheets                                    As of
     (in thousands)                               June 30, 2003
	Assets
        Cash                                             $2,808
	Note Receivable - Member			  3,974
	Advance Receivable - Member			    132
           Total assets                                 $ 6,914
	Liabilities and members' equity
        Accounts Payable                                      4
        Member's Capital                                  6,910
           Total liabilities and members' equity        $ 6,914

	Statement of Operations                     Nine-months ended
	(in thousands)                                June 30, 2003

        Revenues                                           $362

        Net income                                         $197

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

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, and the company anticipates a further extension of the repayment terms
through at least January 2005.  Classified as current maturities are $6 of
short term notes due Transportech, Inc., a subsidiary of Transtech.

Long Term Debt-Other
This category includes $94 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.  A line of credit of $175
exists with a bank in Wisconsin to be used for EPA cleanup which is ongoing at
a previously owned location within Wisconsin.  There is no amount outstanding
at June 30, 2003.  However, when amounts are disbursed for cleanup, the bank
is paid directly by the Wisconsin Super Fund and therefore the Company records
a receivable for the same amount as the note payable.  The Company owes $1,313
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.  Of the total $1,407, $103 is classified as short term.

NOTE 6:  LOSS PER COMMON SHARE

Basic net loss per share includes no dilution and is calculated by dividing
net loss by the weighted average number of common shares outstanding for the
period.  Dilutive net loss per share reflects the potential dilution of
securities that could share in the net income of the Company through the
exercise of stock options and the conversion of preferred stock.  For the nine
month periods ended June 30, 2003 and 2002 and the three months ended June 30,
2002, 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 $14,888.  Relative to
this debt, the Company had accrued interest of $8,079 at June 30, 2003. During
the nine months ended June 30, 2003 the Company paid none of the interest and
$13 of principal to Transtech.

In prior years, Transportech, Inc. a wholly owned subsidiary of Transtech,
advanced the Company $123.  The unpaid balance at June 30, 2003 was $6.

As of June 30, 2003, 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 June 30, 2003.

At June 30, 2003 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

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 Stock 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.

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      Nine Months Ended
                                     June 30,                June 30,
                                 2003         2002       2003         2002

Net Sales                       100.0%       100.0%        100.0%    100.0%
Cost of Sales		         41.1         38.3          41.9      40.0
Departmental costs	         58.6         55.0          57.7      77.8
Administrative costs	         15.5         20.6          15.1      28.1
Equity in income of
 Unconsolidated subsidiary       19.1          5.4           7.0       9.8
Interest expense                 25.6         33.7          24.6      43.0
Other income (expense)	          4.0         (1.5)          1.4       0.2
Interest and penalty
  - fuel tax		            -            -             -      31.7
Net loss                        (17.7)       (43.7)        (30.9)   (111.0)

Sales for the nine month period ended June 30, 2003 increased $853 (45%), but
during the three month period then ended, sales decreased $39 (2%).  For the
first six months of fiscal year 2003, sales increased $892 over the previous
year, primarily due to the recovery from the effect of September 11, 2001
attacks.  Beginning in April 2003, sales have been less each month as compared
to the previous year.  For the nine month period fuel sales to general
aviation increased $403, but decreased $6 during the last three month period.
 Sales and services to commercial airlines increased by $292 during the nine
month period, but only $7 during the last three months.  Military fuel sales
increased $15 during the nine month period, but decreased $10 during the last
three months.  Until March 2003 the Company rented additional hanger space
from the airport which was used to hanger additional aircraft.  Without the
additional space, hanger rental sales decreased $11 in the last three months.

Cost of sales as a percentage of sales increased from 40.0% to 41.9% during
the nine months ended June 30, 2003 as compared to the same period in 2002,
primarily resulting from the sales mix.  For example, during the current nine
month period fuel sales were 51% of total sales, but during the prior nine
month period fuel sales were 45% of total sales.  For the three months ended
June 30, 2003 the cost of sales percentage increased from 40.0% to 41.9%.
During the three month period fuel sales as a percentage of total sales
increased from 60.5% in 2002 to 64.4% in 2003.

Departmental costs increased $105 for the nine months ended June 30, 2003 as
compared to 2002.  Salaries and benefits increased $118, including $58 of
incentive bonus.  The Harrisburg FBO relocated to a larger facility on the
airport in May 2002, which produced increases in rent expense, utilities,
maintenance, and property taxes totaling $103.  The largest decrease was $73
in maintenance of aircraft, resulting from the sale of the Citation used for
charter.  The next largest decrease was $35 in rental of equipment.  This
resulted from leases of equipment not being used at the FBO expiring in fiscal
2002.  During the three month period ended June 30, 2003 departmental costs
increased $11 as compared to 2002, with payroll and benefits increasing $10.

Administrative expenses decreased $122 during the nine month period ending
June 30, 2003 as compared to the same period in 2002.  The largest reductions
were in legal fees of $50, auditing fees of $55 and depreciation of $22.  The
largest increase was $13 in credit card service charges.  During the three
month period administrative expenses decreased $53 with legal fees down $16
and auditing fees down $32.

Equity in income of unconsolidated subsidiary increased only $7 during the
nine months ended June 30, 2003 because the major portion of the gain on the
partial sale by Brant of the investment in a racing enterprise in May 2003 was
first applied as a reduction of the investment held by RTB/AS.  When the
investment was reduced to a zero amount, only $288 remained to be recorded as
income.  This action also produced a $118 increase during the three month
period ended June 30, 2003.

Interest expense decreased $144 during the nine month period ended June 30,
2003.  Affiliate interest expense decreased $57 as a result of a 0.75%
decrease in the prime rate during fiscal 2003, and $19 on the Cessna note
because it was sold in January 2002.  In June 2002 the Company paid $63
interest to the US Treasury for late payment of income taxes for the year
ended September 30, 2001.

Interest expense-affiliate decreased $438 in the current year due to the
decrease in the prime rate to 4.75% during the year and the sale of the
Citation aircraft in January 2002.  Other interest expense increased $95
because of the financing of the Beech aircraft.

Liquidity and Capital Resources

During the nine months ended June 30, 2003, the Company used $356 of cash in
operations and received $385 from return on investment in unconsolidated
subsidiary.  Also, $25 was used to purchase equipment, and $97 was used to
retire debt.

Working capital decreased $65 to ($2,525) from September 30, 2002 to June 30,
2003.  Current assets decreased $100, with cash decreasing by $93.  Current
liabilities decreased $35.  Debt reduction of $18 and a decrease in accrued
expenses of $47 were offset by an increase in accounts payable of $30.

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
2003 the major source of cash is expected to be provided by return on
investment in unconsolidated subsidiary.

The Company anticipates cash flow during the remainder of the fiscal year from
the return on its investment in RTB/AS to provide approximately $200 of cash
flow which will be available for use as working capital.

ITEM 3. CONTROLS AND PROCEDURES

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 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.

99.12 	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

99.13  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
 (Signature)
Paul R. Slack
Chief Accounting Officer and Controller
Date:  December 16, 2003


/s/ Bobby R. Adkins
(Signature)
Bobby R. Adkins
President and Chief Executive Officer
Date:  December 16, 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 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:  December 16, 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:  December 16, 2003



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

EXHIBIT 99.12

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 June 30, 2003 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:  December 16, 2003

EXHIBIT 99.13

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 June 30, 2003, 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:  December 16, 2003





PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

b-FAST CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 2003

(UNAUDITED:  DOLLAR AMOUNTS IN THOUSANDS)

2
b-FAST CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 2003

(UNAUDITED:  DOLLAR AMOUNTS IN THOUSANDS)

3
b-FAST CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

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

b-FAST CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)

b-FAST CORP. AND SUBSIDIARIES

(DOLLAR AMOUNTS IN THOUSANDS)

7
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
b-FAST CORP. AND SUBSIDIARIES

(DOLLAR AMOUNTS IN THOUSANDS)