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 June 30, 2006

   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 _

  Indicate by check mark whether the registrant is a
Shell Company (as defined in Rule 12b-2 of the Exchange
Act).                Yes _   No X

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

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






                          b-FAST CORP. AND SUBSIDIARIES

                                    INDEX




PART I - Financial Information                                 Page Number


Item 1.  Consolidated Financial Statements
Consolidated Balance Sheet
June 30, 2006 (unaudited)                                            2

Consolidated Statements of Operations
three months and nine months ended June 30, 2006
and 2005 (unaudited)                                                 4

Consolidated Statements of Cash Flows
nine months ended June 30, 2006
and 2005(unaudited)                                                  5

Notes to Consolidated Financial Statements - June 30, 2006           6
(unaudited)

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.  Unregistered Sales of Equity 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                                                   16

Report of Independent Registered Public Accounting Firm     17

         Signatures                                                 18



PART I.  FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

b-FAST CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 2006

(UNAUDITED:  DOLLAR AMOUNTS IN THOUSANDS)






ASSETS


CURRENT ASSETS
  Cash and Cash equivalents                                           $   138
  Customer receivables, less allowance for
    doubtful accounts of $11                                              349
  Inventories                                                              62
  Prepaid expenses and other current assets                               142

TOTAL CURRENT ASSETS                                                      691

PROPERTY AND EQUIPMENT
  Machinery and equipment                                                 288
  Furniture and fixtures                                                   11
  Leasehold improvements                                                   42

                                                                          341

Less:  Accumulated depreciation
  and amortization                                                        167

PROPERTY AND EQUIPMENT, NET                                               174

OTHER ASSETS
  Equity in unconsolidated entity                                       5,711

TOTAL ASSETS                                                          $ 6,576





See Notes to Consolidated Financial Statements.




                                        2




b-FAST CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 2006

(UNAUDITED:  DOLLAR AMOUNTS IN THOUSANDS)



LIABILITIES AND STOCKHOLDERS' DEFICIENCY


CURRENT LIABILITIES
  Short term borrowings                                                 $    55
  Current maturities of long term debt-parent   			 14,867
  Current maturities of long term debt-other				      1
  Accounts payable-trade                                                    241
  Accrued expenses
    Interest-parent                                                      10,968
    Fuel taxes                                                              850
    Interest and penalties-fuel taxes					  1,743
    Other                                                                   460
TOTAL CURRENT LIABILITIES                                                29,185

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK AND ACCRUED DIVIDENDS
  Series A Cumulative Convertible Preferred Stock
    no par value - 500,000 shares designated - issued
    and outstanding 144,185 shares                                        4,644
    (liquidation preference - $4,644)

STOCKHOLDERS' DEFICIENCY
  Preferred stock - authorized, 1,000,000 shares of
    no par value, 500,000 designated Series B cumulative
    convertible preferred stock, none issued and outstanding                  -
  Common stock - authorized, 60,000,000 shares
    of no par value; issued 8,070,052 shares
    outstanding 7,998,052 shares                                         10,705
  Additional paid-in capital                                              3,400
  Accumulated deficit                                                   (41,121)
                                                                        (27,016)

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

TOTAL STOCKHOLDERS' DEFICIENCY						(27,253)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY				$ 6,576



See Notes to Consolidated Financial Statements.





                                         3




b-FAST CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

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





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

                                  2006          2005      2006          2005

NET SALES                       $1,156        $1,079    $3,533        $3,344

COST AND EXPENSES

Cost of sales                      546           448     1,725         1,425
Departmental costs                 525           588     1,630         1,688
Administrative costs               114           115       360           381

Loss from operations               (29)          (72)     (182)         (150)

Interest expense - other           (65)          (53)     (200)         (158)

Interest expense - parent         (333)         (259)     (946)         (723)

Equity in income of
  Unconsolidated entity             86            62       225           172

Gain on sale of fixed asset         95             -        95             -

Other income                        14             5        22             6

NET LOSS                          (232)         (317)     (986)         (853)

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

Net loss applicable
  to common shareholders         $(266)        $(351)  $(1,090)        $(957)

Net loss per share
  applicable to common
  shareholders

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

Weighted average shares
  outstanding:

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















See Notes to Consolidated Financial Statements.





                                        4





b-FAST CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED:  DOLLAR AMOUNTS IN THOUSANDS)



                                                         NINE MONTHS ENDED
                                                              JUNE 30,
                                                        2006            2005
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                             $(986)          $(853)

  Adjustments to reconcile net loss to
   net cash used in operating activities:
  Depreciation and amortization                          117             126
  Provision for bad debts                                  2               5
  Equity in income of unconsolidated subsidiary         (225)           (172)
  Gain on sale of fixed assets                           (95)              -
  Change in assets and liabilities:
  Decrease (increase) in accounts receivable              24             (36)
  Increase in inventory                                  (11)            (35)
  Increase in other current assets                        (5)            (14)
  Decrease (increase) in accounts payable                (45)            126
  Increase (decrease) in other accrued expenses           10             (46)
  Increase in interest and penalties-fuel taxes          155             119
  Increase in accrued interest - parent                  923             723

  Total adjustments                                      850             796

  Net cash used in operating activities                ( 136)            (57)

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchases of property and equipment                     (2)           (188)
  Proceeds from sale of fixed assets                     967               -
  Return of investment in unconsolidated
    entity                                               240             365

  Net cash provided by investing activities            1,205             177

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from short-term borrowings                     18               4
  Principal payments of long-term debt-other            (954)           (118)

  Net cash used in financing activities                 (936)           (114)

  Net increase in cash & cash equivalents                133               6
  Cash and cash equivalents at beginning of period         5              32

  Cash and cash equivalents at end of period          $  138           $  38

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the period for:
    Interest                                          $   68           $  40

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, 2006 and 2005.

See Notes to Consolidated Financial Statements.





                                        5






b-FAST CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)

NOTE 1:  BASIS OF PRESENTATION

The consolidated balance sheet as of June 30, 2006,
consolidated statements of operations for the three
month and nine month periods ended June 30, 2006 and
2005, 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, 2006 and for all periods presented have been made.

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

Certain information and footnote disclosures normally
included in financial statements prepared in accordance
with the rules and regulations of the Securities and
Exchange Commission 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,
2005 annual report on Form 10-KSB.  The results of
operations for the three and nine month periods ended
June 30, 2006 and 2005 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, 2006 the Company had a working capital
deficiency of $28,494, stockholder's deficiency of
$27,253, and incurred a net loss of $986 for the nine
months then ended.  The financial condition of the
Company raises substantial doubt about its ability to
continue as a going concern.  The financial statements
do not include any adjustments relating to the
recoverability and classification of asset carrying
amounts or the amount and classification of liabilities
that might be necessary should the Company be unable to
continue as a going concern.

As part of management's plans, management is exploring
other opportunities to acquire an FBO similar to its
Harrisburg FBO and any required financing. Such a start-
up would require minimal investment.  The Company is
also exploring investments in other non-related
businesses, including the auto racing industry.  There
can be no assurance that management will be successful
in the implementation of these plans.

NOTE 3:  SIGNIFICANT TRANSACTIONS

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





                                        6





b-FAST CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)

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

NOTE 4:  INVESTMENT IN UNCONSOLIDATED ENTITY

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

	Balance Sheet                                     As of
     (in thousands)                                    June 30, 2006
	Assets
        Cash                                                    $   70
	Certificates of Deposit              			 2,000
	Note and Interest Receivable - Member			 3,715
	Note and Interest Receivable-Other			 1,178
        Advance Receivable - Member                                132
           Total assets                                         $7,095

	Liabilities and members' equity
        Accounts Payable                                        $    4
        Notes Payable                                            1,264
        Accrued Interest                                            13
        Member's Equity                                          5,814
	   Total liabilities and members' equity		$7,095

	Statement of Operations                    Nine months ended
	(in thousands)                               June 30, 2006

        Revenues                                               $  277
        Net income                                             $  227

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.

As of June 30, 2006 RTB/AS has borrowed $630 against a
$1,000 line of credit at one bank, and $634 against
another $1,000 line of credit.  Both lines of credit
were established in June 2003, and are secured by
existing certificates of deposit.  The $630 loan carries
an interest rate of 4.61% and matures on January 14,
2007.  The $634 loan carries an interest rate






                                        7


b-FAST CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)

of 4.25% and matures on June 9, 2007.

$1,134 of the proceeds from these two loans was then
loaned to Transtech Holding Company (Transtech), the
Company's principal stockholder, under a term note which
matures January 18, 2008, and carries an interest rate
equal to the prime rate as published in the Wall Street
Journal.  Interest has been paid through March 31, 2006.

NOTE 5:  FINANCING ARRANGEMENTS

Short-Term Borrowings
The Company has an available line of credit of $175 due
to expire on March 15, 2007, with a bank in connection
with the state of Wisconsin Petroleum Environmental
Cleanup Fund Act.  There is $55 outstanding on the line
of credit at June 30, 2006.

Current Maturities of Long Term Debt-Parent
Included in this category are $7,957 of various demand
loans due to Transtech, the Company's principal
shareholder.  These notes provide for interest at 2%
above the prime rate. Also included is a note due
Transtech in the amount of $6,910, bearing interest at
the prime rate.  The note is collateralized by a first
priority interest on the fixed assets, inventory, and
accounts receivable of the Company.  Payments have not
been made pursuant to the terms of the Note Modification
which expired March 20, 2004, and the Company is in
default.  There has been no additional note modification
since that date, and no demands for payment have been
made through June 30, 2006.  As a result, the principal
and accrued interest on these notes has been classified
as short-term obligations at June 30, 2006.

NOTE 6:  LOSS PER COMMON SHARE

Basic net loss per share includes no dilution and is
calculated by dividing net loss by the weighted average
number of common shares outstanding for the period.
Dilutive net loss per share reflects the potential
dilution of securities that could share in the net
income of the Company through the exercise of stock
options and the conversion of preferred stock.  For the
nine month and three month periods ended June 30, 2006
and 2005 no exercise of common stock equivalents
including 739,320 shares for mandatory redeemable
convertible preferred stock, were assumed because the
assumed exercise of these securities would be anti-
dilutive.

NOTE 7:  RELATED PARTY TRANSACTIONS

The Company is indebted to its major shareholder
Transtech, (holder of 50.9% of common stock and 71.8% of
Series A cumulative convertible preferred stock), in the
amount of $14,867.  Relative to this debt, the Company
had accrued interest of $10,968 at June 30, 2006.
During the nine months ended June 30, 2006 the Company
paid $22 of the interest and none of the principal to
Transtech.

As of June 30, 2006, the Company has a payable to RTB/AS
in the amount of $132 included on the balance sheet in
accrued expenses-other.




                                        8




b-FAST CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)


NOTE 8:  CONTINGENT LIABILITIES

New York Fuel Tax

From December 1994 through December 1996, b-Fast
received quarterly fuel tax assessments from the State
of New York for periods from September 1991 through
November 1993 (collectively, the "Assessments") relating
to our former operations at a FBO in Westchester, New
York.  The Company timely filed appeals for the
Assessments.  The Assessments resulted from an audit by
the Division of Taxation that was performed in September
1994.  On November 8, 2001 an Administrative Law Judge
denied the Company's appeals and sustained the
Assessments, together with penalties and interest.  The
Company appealed this decision.  On September 12, 2002,
the State of New York, Tax Appeals Tribunal affirmed the
decision of the Administrative Law Judge, together with
penalties and interest in the amount of $2,267.  During
fiscal year 2005 an additional $171 of interest was
accrued.  An additional $155 of interest was accrued
during the nine months ended June 30, 2006.  There have
been discussions with collections representatives from
the State of New York to resolve the claim.  The Company
is unable to predict if efforts at negotiating the
liability will be successful and if so, what the final
liability will be.

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,
2006.

At June 30, 2006 the Company has included in its
financial statements an accrual for environmental
remediation of $98.  The Company is reimbursed by the
Wisconsin Petroleum Environmental Cleanup Fund in excess
of 95% of remediation expenses.  The accrual of $98 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
connect with the sale of the Chicago FBO expired in
March 2002 and the funds were returned, a contingent
liability exists within the sales agreement.  The
agreement states that sellers shall pay 100% of buyers'
expenses of remediation up to the first $390 and 50% of
the next $390, for a maximum of $585.  The Company has
not been notified of any remediation expenses incurred
to date,



                                        9


b-FAST CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)

and the Company has no knowledge if and when any will
be incurred.

NOTE 9:  SALE OF FIXED ASSETS

On June 7, 2006 the Company sold its Beech King Air
aircraft that had been used for charter for $967 and
paid off the note and accrued interest due to Cessna
Finance Corporation in the amount of $877.  The sale
generated a gain of $95.

NOTE 10:  SUBSEQUENT EVENT

On July 25, 2006 the Company sold its Fixed Base
Operation at the Harrisburg International Airport to
Avflight Harrisburg Corporation for $2,610.  The
Company received $525 at settlement and $1,600 will be
received within 10 days of the satisfaction of certain
conditions, including the ratification of the sale by
the Company's shareholders.  Such ratification is
expected at the Company's annual meeting to be held
September 26, 2006.  $485 is to be paid in 20 equal
installments of $24 commencing on October 31, 2006.
The Company will use the proceeds of the sale as
working capital and to pay certain indebtedness owed by
it.




                                       10





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

(DOLLAR AMOUNTS IN THOUSANDS)

Forward-Looking Statements

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

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

Critical Accounting Policies

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







                                       11

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

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

Results of Operations

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

					Three Months Ended     Nine Months Ended
					    June 30,             June 30,
                              2006          2005       2006          2005

Net Sales                    100.0%        100.0%     100.0%      100.0%
Cost of Sales                47.2          41.5       48.8          42.6
Departmental costs      45.4          54.5       46.1          50.5
Administrative costs        9.9          10.7       10.2          11.4
Equity in income of
 Unconsolidated entity      7.4           5.7        6.7           5.2
Interest expense               34.4          28.9       32.4          26.4
Gain on sale of assets      8.2             -        2.3             -
Other income                      1.2           0.5        0.6           0.2
Net loss                     (20.1)        (29.4)     (27.9)        (25.5)

Sales for the nine month period ended June 30, 2006
increased $189 (5.7%) over the same period in 2005.
Fuel sales to general aviation increased $228 resulting
from a 16.3% increase in gallons sold, military fuel
sales increased $53 with 39 thousand less gallons sold,
and sales of miscellaneous ground service increased $73.
 These increases were reduced by decreases in sales and
services to commercial aviation of $83, aircraft charter
sales of $57 and deicing services of $25 due to the
milder winter. Sales for the three month period ended
June 30, 2006 increased $77 over the same period in
2005.  Fuel sales to general aviation increased $59
resulting from an 11% increase in gallons sold, military
fuel sales increased $9, sales and services to
commercial aviation increased $3, and



                                       12



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

(DOLLAR AMOUNTS IN THOUSANDS)

sales of miscellaneous ground services increased $28.
These increases were reduced by a $22 decrease in
aircraft charter sales.

Cost of sales as a percentage of sales for the nine
months ended June 30, 2006 increased 6.2% to 48.8%, a
result of a change in the sales mix.  The cost of sales
percentage of general aviation fuel sales, the portion
of the sales mix with the largest increase, increased
from 58.5% to 66.5% during the nine month periods.
During the three month period ended June 30, 2006 the
cost of sales percentage increased 5.7% over the same
period in 2005.  General aviation fuel cost of sales
increased from 52.9% in 2005 to 58.9% in 2006.  In
addition, aircraft charter cost of sales increased from
50.0% in 2005 to 63.6% in 2006.

Departmental costs decreased by $58 (3.4%) during the
nine month period ended June 30, 2006 as compared to the
same period in 2005.  The largest decreases occurred in
payroll and benefits ($20), damage to customer property
($18), aircraft maintenance ($17), EPA expense ($8), and
utilities ($8).  The single largest increase was in real
estate rent expense of $8.  Departmental cost for the
three month period ended June 30, 2006 decreased by $63
compared to the same period in 2005.  The largest
decreases were in aircraft maintenance ($31), damage to
customer property ($18), and EPA expense ($13).

Administrative costs decreased by $21 during the nine
month period ended June 30, 2006 as compared to the same
period in 2005.  The largest decreases were in bad debt
expense ($20) and depreciation ($11).  The largest
increase was in travel expense ($7).  For the three
month period ended June 30, 2006, administrative costs
decreased by $1 compared to the same period in 2005.  A
$12 decrease in depreciation expense was offset by a $6
increase in travel expense.  No other category of
expense increased or decreased by more than $2.

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

Interest expense increased $265 during the nine months
ended June 30, 2006 compared to the same period in 2005.
 Nearly all of the Company's debt carries an adjustable
interest rate and the prime rate has increased by 2%
from June 30, 2005 through June 30, 2006.  The increase
of $86 during the three month period ended June 30, 2006
was also caused by the increases in the prime rate.

The gain on the sale of assets was the result of the
sale of the Company's aircraft (see Note 9) for $967.
The aircraft had a net book value of $872.

Liquidity and Capital Resources

During the nine months ended June 30, 2006, the Company
used $136 of cash in operations, received $967 from the
sale of fixed assets, $18 from short-term borrowings,
and $240 from return on investment in unconsolidated
subsidiary.  $954 was used to retire debt and $2 was
used to purchase fixed assets.

Working capital deficit increased $797 to ($28,494) from
September 30, 2005 to June 30, 2006.  Current assets
increased $123.  Current liabilities






                                       13



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

(DOLLAR AMOUNTS IN THOUSANDS)

increased $920 with $923 of the increase in accrued
interest due to parent.

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
2006 the major source of cash is expected to be provided
by the proceeds from the sale of the Harrisburg
facility.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Control and Procedures

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

Changes in Internal Control

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




                                       14





PART II - OTHER INFORMATION
b-FAST CORP. AND SUBSIDIARIES

(DOLLAR AMOUNTS IN THOUSANDS)


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.  During
fiscal year 2005 an additional $171 of interest was
accrued.  An additional $155 of interest was accrued
during the current nine months ended June 30, 2006.
There have been discussions with collections
representatives from the State of New York to resolve
the claim.  The Company is unable to predict if efforts
at negotiating the liability will be successful and if
so, what the final liability may be.

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

	None.

ITEM 3. - DEFAULTS UPON SENIOR SECURITIES

An installment note is due Transtech in the amount of
$6,910.  Quarterly payments of $300 plus interest at
prime were to be paid beginning October 1999.  A series
of note modification agreements deferred these payments.
 The last modification agreement expired March 20, 2004,
and the Company has made no payments and is in default.
 No demands for payment have been made through June 30,
2006.

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

	None.

ITEM 5. - OTHER INFORMATION

Subsequent Events.

On July 25, 2006 the Company sold its Fixed Base
Operation at the Harrisburg International Airport to
Avflight Harrisburg Corporation for $2,610.  The
Company received $525 at settlement and $1,600 will be
received within 10 days of the satisfaction of certain
conditions, including the ratification of the sale by
the Company's shareholders.  Such ratification is
expected at the Company's annual meeting to be held
September 26, 2006.  $485 is to be paid in 20 equal
installments of $24 commencing on October 31, 2006.
The Company will use the proceeds of the sale as
working capital and to pay certain indebtedness owed by
it.




                                       15





PART II - OTHER INFORMATION
b-FAST CORP. AND SUBSIDIARIES

(DOLLAR AMOUNTS IN THOUSANDS)




ITEM 6. - EXHIBITS

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

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


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



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



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

















                                       16












REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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


We have reviewed the accompanying consolidated balance
sheet of b-Fast Corp. and subsidiaries as of June 30,
2006, the related consolidated statements of operations
for the three month and nine month periods ended June
30, 2006 and 2005 and the related consolidated cash flow
statements for the nine month periods ended June 30,
2006 and 2005.  These interim consolidated financial
statements are the responsibility of the Company's
management.

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

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

Note C of the Company's audited consolidated financial
statements as of September 30, 2005 and for the year
then ended discloses that the Company had a working
capital deficit of $27,697,000 and a stockholders'
deficiency of $26,162,000 as of September 30, 2005.  Our
auditors' report on those consolidated financial
statements includes an explanatory paragraph referring
to the matters in Note C of those consolidated financial
statement indicating that these matters raised
substantial doubt about the Company's ability to
continue as a going concern.  As indicated in Note 2 of
the Company's unaudited interim consolidated financial
statements as of June 30, 2006 and for the three month
and nine month periods then ended, the Company had a
working capital deficit and a stockholders' deficiency.
 The accompanying interim consolidated financial
information does not include any adjustments that might
result from the outcome of this uncertainty.






/s/ WithumSmith+Brown, P.C.
Princeton, New Jersey
August 4, 2006


                                       17



SIGNATURES



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


b-FAST CORP.
(Registrant)


/s/ Paul R. Slack
 (Signature)
Paul R. Slack
Chief Accounting Officer and Controller
Date:  August 11, 2006


/s/ Bobby R. Adkins
        (Signature)
Bobby R. Adkins
President and Chief Executive Officer
Chairman of the Board of Directors
Date:  August 11, 2006



                                       18



EXHIBIT 31.17

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

I, Paul R. Slack, certify that:

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

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

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

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

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

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

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

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



                                       19









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

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

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



August 11, 2006



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



                                       20





EXHIBIT 31.18

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

I, Bobby Ray Adkins, certify that:

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

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

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

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

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

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

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

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





                                       21




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

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

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



August 11, 2006



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






                                       22




EXHIBIT 32.17

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

In connection with the Quarterly Report of b-Fast Corp.
(the "Company") on Form 10-QSB for the period ended June
30, 2006 as filed with the Securities Exchange
Commission (the "Report"), I, Bobby Ray Adkins, Chief
Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

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

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



_______________________________________
/s/ Bobby Ray Adkins
Chief Executive Officer
Date:  August 11, 2006




                                       23







EXHIBIT 32.18

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

In connection with the Quarterly Report of b-Fast Corp.
(the "Company") on Form 10-QSB for the period ended June
30, 2006, as filed with the Securities Exchange
Commission (the "Report"), I, Paul R. Slack, Chief
Accounting Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

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

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



_______________________________________
/s/ Paul R. Slack
Chief Accounting Officer
Date:  August 11, 2006