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, 2002

   TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

      For the transition period from             to            .


Commission file number 0-10190-0


b-FAST CORP.
(Exact name of small business issuer as
specified in its charter)


     LOUISIANA                                72-0385274
    (State or other jurisdiction           (IRS Employer Identification No.)
  of incorporation or organization)


660 Newtown-Yardley Road, Newtown, PA 18940
(Address of principal executive offices


(215) 860-5600
(Issuer's telephone number)


  Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes     No X

  State the number of shares outstanding of each of the issuer's classes of
common equity, as of May 30, 2003:  Common stock (without par value)
7,998,052 shares.

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





b-FAST CORP. AND SUBSIDIARIES

INDEX




PART I - Financial Information	Page Number


Item 1.  Financial Statements
Consolidated Balance Sheet
June 30, 2002 (unaudited)                                               2

Consolidated Statements of Operations
three months and nine months ended June 30, 2002
and 2001 (unaudited)                                                    4

Consolidated Statements of Cash Flows
nine months ended June 30, 2002 and 2001
(unaudited)                                                             5

Notes to Consolidated Financial Statements - June 30, 2002
(unaudited)                                                             6

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

        Forward-Looking Statements                                     13

        Critical Accounting Policies                                   13

        Results of Operation                                           14

        Liquidity and Capital Resources                                15

Item 3.         Controls and Procedures                                16


PART II - Other Information

Item 1.  Legal Proceedings                                             17

Item 2.  Changes in Securities and Use of Proceeds                     17

Item 3.  Defaults Upon Senior Securities                               17

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

Item 5.  Other Information                                             17

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

        Signature                                                      19



PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

b-FAST CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 2002

(UNAUDITED:  DOLLAR AMOUNTS IN THOUSANDS)

ASSETS


CURRENT ASSETS
  Cash                                                                  $   310
  Customer receivables, less allowance for
  Doubtful accounts of $22                                                  309
  Inventories                                                                34
  Prepaid expenses and other current assets				    100

TOTAL CURRENT ASSETS                                                        753

PROPERTY AND EQUIPMENT
  Transportation equipment                                                1,576
  Machinery and equipment                                                   177
  Furniture and fixtures                                                     87
  Leasehold improvements                                                     35

                                                                          1,875

Less:  Accumulated depreciation
  and amortization                                                          453

PROPERTY AND EQUIPMENT, NET                                               1,422

OTHER ASSETS
  Equity in unconsolidated subsidiary					  7,071

TOTAL ASSETS                                                            $ 9,246



b-FAST CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 2002

(UNAUDITED:  DOLLAR AMOUNTS IN THOUSANDS)



See Notes to Consolidated Financial Statements.

LIABILITIES AND STOCKHOLDERS' DEFICIENCY


CURRENT LIABILITIES
  Current maturities of long term debt-affiliate			$    24
  Current maturities of long term debt-other				    134
  Accounts payable-trade                                                    278
  Accrued expenses
    Fuel taxes                                                              850
    Interest and penalties-fuel taxes					  1,427
    Other                                                                   437
TOTAL CURRENT LIABILITIES                                                 3,150

LONG-TERM DEBT, less current maturities
  Affiliate debt                                                         14,882
  Affiliate interest                                                      7,253
  Other                                                                   1,409
TOTAL LONG-TERM DEBT                                                     23,544

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK AND ACCRUED DIVIDENDS			  4,092
  Series A Cumulative Convertible Preferred Stock
    no par value - authorized 500,000 shares - issued
    and outstanding 144,185 shares
    (liquidation preference - $4,092)

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                                              3,952
  Accumulated deficit                                                   (35,960)
                                                                        (21,303)

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

TOTAL STOCKHOLDERS' DEFICIENCY						(21,540)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY				$ 9,246




b-FAST CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

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


See Notes to Consolidated Financial Statements

                                   THREE MONTHS ENDED        NINE MONTHS ENDED
                                        June 30,                  June 30,
                                   2002        2001           2002       2001

NET SALES                       $  919       $  716         $ 1,926    $ 2,159

COST AND EXPENSES

Cost of sales                      352          349             770      1,057

Departmental costs, net of
  EPA expense reimbursements
  Of $300 and and including
  Impairment loss of $122
  in 2001                          505          474           1,499      1,173

Administrative costs               189          212             541        466

Loss from operations              (127)        (319)           (884)      (537)

Interest expense - other           (94)         (39)           (154)       (59)

Interest expense - affiliate      (216)        (328)           (675)    (1,113)

Gain on sale of certain FBO
operations                         -             -                -         14

Equity in income of
  Unconsolidated subsidiary         50           -              188          -

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

Other income (expense), net        (14)          9               (4)         2

NET LOSS                          (401)       (677)          (2,139)    (1,693)

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

Net loss applicable
  to common shareholders        $ (436)     $ (712)         $(2,244)   $(1,797)

Net loss per share
  applicable to common
  shareholders

Basic and Dilutive              $(0.05)     $(0.09)         $ (0.28)   $ (0.22)

Weighted average shares
  outstanding:

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






b-FAST CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)


See Notes to Consolidated Financial Statements

                                                            NINE MONTHS ENDED
                                                                 JUNE 30,
                                                           2002            2001
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                              $(2,139)       $(1,693)

Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization                               131            181
Equity in income of unconsolidated subsidiary              (188)            -
Provision for losses on accounts receivable                  -               4
(Gain) on the sale of FBO operations                         -             (14)
Change in assets and liabilities:
(Increase) decrease in accounts receivable                 (138)            237
Decrease in inventory                                         1              19
(Increase) decrease in other current assets                 (39)             76
Increase (decrease) in accounts payable                      72            (348)
Increase (decrease) in other accrued expenses               252            (189)
Increase in accrued interest - affiliate                    657           1,069

Total adjustments                                           748           1,018

Net cash used in operating activities                    (1,391)           (675)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment                         (30)           (160)
Change in restricted cash                                   441             (17)
Return on investments in unconsolidated
 subsidiary and repayments of advances
 to affiliated entities                                   1,131             895
Proceeds from the sale of FBO operations                      -             150
Proceeds from the sale of assets held                        95               -

Net cash provided by investing activities                 1,637             885

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of long term debt - affiliate         75             116
Proceeds from issuance of long term debt-other                3               -
Principal payments of long term debt-affiliate             (109)           (187)
Principal payments of long-term debt-other                 (174)            (74)

Net cash used in financing activities                      (205)           (145)

Net increase in cash & cash equivalents                      41              65
Cash and cash equivalents at beginning of period            269             177

Cash and cash equivalents at end of period              $   310         $   242

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the quarter for:
  Interest                                              $   166         $   107

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 $105 and $104,
respectively, in each of the nine month periods ended June 30, 2002 and
2001.

In January 2002, the Company sold an asset held for sale for $730 and
paid off long term debt of $635 and received $95 in cash.



	b-FAST CORP. AND SUBSIDIARIES
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	JUNE 30, 2002

(UNAUDITED:  DOLLAR AMOUNTS IN THOUSANDS)


See Notes to Consolidated Financial Statements.

NOTE 1:  BASIS OF PRESENTATION

The consolidated balance sheet as of June 30, 2002, consolidated statements
of earnings for the three and nine month periods ended June 30, 2002 and
2001, 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, 2002 and for all periods presented
have been made.

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

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these
interim financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's September 30, 2001
annual report on Form 10-KSB.  The results of operations for the three and
nine month periods ended June 30, 2002 and 2001 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, 2002 the Company had a working capital deficiency of $2,397,
stockholder's deficiency of $21,540, and incurred a net loss of $2,139 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.

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

Pro Forma Consolidated Financial Information - Unaudited:

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


                                        Nine-months ended June 30, 2002

(in thousands, except per share amounts)
Net Sales                                                 $   716

Net loss applicable to common stockholders                $   677

Basic and diluted net loss per share applicable
to common stockholders                                     $ (.22)

NOTE 4:  INVESTMENT IN UNCONSOLIDATED SUBSIDIARY

As described in Note 4, effective October 1, 2001, the Company began
accounting for RTB/AS under the equity method. RTB/AS's tax year end is
December 31.  Condensed financial information of RTB/AS is as follows:


        Balance Sheets                                               As of
         (in thousands)                                          June 30, 2002
	Assets
        Cash                                                         $279
        Investments                                                 2,664
        Note Receivable - Member                                    4,265
        Advance Receivable - Member                                   132
           Total assets                                           $ 7,340
	Liabilities and members' equity
        Payable to Member                                            $137
        Accounts Payable                                                4
        Member's Capital                                            7,199
           Total liabilities and members' equity                  $ 7,340

        Statement of Operations                             Nine-months ended
             (in thousands)                                   June 30, 2002

        Revenues                                                     $190

        Net income                                                   $190


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.  Classified as current maturities
are $24 of short term notes due Transtech, Inc., a subsidiary of Transtech.

Long Term Debt-Other
This category includes $138 due to Avfuel Corporation ("Avfuel"), the
Company's exclusive fuel provider.  The loan is being paid by means of a
rebate issued monthly by Avfuel at the rate of $0.045 per gallon of jet
aviation fuel delivered to the Company during the previous month.  The
Company also owes Avfuel $9 on a note which is paid monthly per an
amortization schedule.  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,
2002.  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 has a $200
line of credit with its primary bank.  The balance at June 30, 2002 is $25.
 Repayment terms are interest only, paid monthly at a rate of prime plus
0.5%, principal due on demand.  The Company owes $1,371 to a finance
company collateralized by a Beech aircraft.  Repayment terms are monthly
payments of $14, including interest at the rate of prime plus 0.5%, until
March 2016.  Of the total $1,543, $134 is classified as short term.

NOTE 6:  LOSS PER COMMON SHARE

Basic net loss per share includes no dilution and is calculated by dividing
net income by the weighted average number of common shares outstanding for
the period.  Dilutive net loss per share reflects the potential dilution of
securities that could share in the net income of the Company through the
exercise of stock options and the conversion of preferred stock.  For the
three and nine month periods ended June 30, 2002 and 2001, 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 $14,906.  Relative
to this debt, the Company had accrued interest of $7,253 at June 30, 2002.
During the nine months ended June 30, 2002 the Company paid none of the
interest and $12 of principal to Transtech.

In July 1996 the Company purchased a 1975 Cessna Citation 500 aircraft
owned by Brant for $708.  As part of the purchase agreement the Company
made monthly payments directly to Cessna Corporation (Cessna) on behalf of
Brant on the existing loan.  In August 1997 one of the airplane's engines
required an overhaul, which cost $240.  Mr. Brant increased the note with
Cessna by $200 and personally paid the additional $40, with the $240 being
charged to a fixed asset account.  In January 2002 the Company sold the
aircraft and paid the loan in full.

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

In January 2002, Bobby Ray Adkins, the Company's President and a Director,
loaned the Company $75, interest free.  The Company repaid the loan in
February 2002.

As of June 30, 2002, 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, 2002.

At June 30, 2002 the Company has included in its financial statements an
accrual for environmental remediation of $104.  Based on estimates by the
engineering firms conducting the remediation projects, the Company has
sufficient reserves should any additional problems arise during
remediation.  The Company, in addition, is reimbursed by the Wisconsin
Petroleum Environmental Cleanup Fund in excess of 95% of remediation
expenses.  The accrual of $104 has not been reduced by any expected future
reimbursements from Wisconsin.  The accrued liability is included in
accrued expenses-other on the balance sheet.

Although the escrow for environmental remediation in connection with the
sale of the Chicago FBO expired in March 2002 and the funds were returned,
a contingent liability exists within the sales agreement.  The agreement
states that sellers shall pay 100% of buyers' expenses of remediation up to
the first $390 and 50% of the next $390, for a maximum of $585.  There have
been no remediation expenses incurred to date, and the Company has no
knowledge if and when any will be incurred.

NOTE 9:  RECENT ACCOUNTING PRONOUNCEMENT

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

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

In November 2002, the Financial Accounting Standards Board issued
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of Others."
FIN No. 45 addresses the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under certain
guarantees that it has issued.  Under Fin No. 45 recognition and initial
measurement provisions are applicable on a prospective basis to guarantees
issued or modified after December 31, 2002, irrespective of the guarantor's
fiscal year end.  The adoption of FIN No. 45 is not expected to have a
significant impact on the Company's consolidated financial position or
results of operations.
In January 2003, the Financial Accounting Standards Board issued
Interpretation on No. 46 "Consolidation of Variable Interest Entities." FIN
46 clarifies the application of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," to certain entities in which equity
investors do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity to finance
its activities without subordinated financial support from other parties.
FIN No. 46 applies immediately to variable interest entities (VIE) created
after January 31, 2003, and to VIE's in which an enterprise obtains an
interest after that date.  It applies in the first fiscal year or interim
period beginning after June 15, 2003, to VIE's in which an enterprise holds
a variable interest that it acquired before February 1, 2003.  FIN No. 46
applies to public enterprises as of the beginning of the applicable interim
or annual period.  The adoption of FIN No. 46 is not expected to have a
material impact on the Company's consolidated financial position,
liquidity, or results of operations.
In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". This
Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many
of those instruments were previously classified as equity. Some of the
provisions of this Statement are consistent with the current definition of
liabilities in FASB Concepts Statement No. 6, Elements of Financial
Statements. The remaining provision of this statement are consistent with
the Board's proposal to revise that definition to encompass certain
obligations that a reporting entity can or must settle by issuing its own
equity shares, depending on the nature of this relationship established
between the holder and the issuer. This Statement is effective for
financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. Since the Company has already classified its
Series A Cumulative Convertible Preferred Sock outside its stockholders'
deficiency section, the Company does not believe that the adoption of SFAS
150 will have a material impact upon the Company's financial statements.
NOTE 10:  SUBSEQUENT EVENT

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


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

(DOLLAR AMOUNTS IN THOUSANDS)






Forward-Looking 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,
                                 2002         2001          2002        2001

Net Sales                       100.0%       100.0%        100.0%    100.0%
Cost of Sales		         38.3         48.7          40.0      48.9
Departmental costs	         55.0         66.2          77.8      54.3
Administrative costs	         20.6         29.6          28.1      21.6
Equity in income of
 Unconsolidated subsidiary        5.4            -           9.8         -
Interest expense                 33.7         51.3          43.0      54.3
Other income (expense)	         (1.5)         1.3           0.2       0.7
Interest and penalty
  - fuel tax                        -            -          31.7         -
Net loss                        (43.7)       (94.5)       (111.0)    (78.4)

Sales for the nine months ended June 30, 2002 decreased $233 compared to
the same period in 2001.  The sale of the Morgantown FBO in October 2000
produced a decrease in sales of $122 and the sale of the Citation aircraft
in January 2002 resulted in a decrease of $66 in aircraft charter sales.
The balance of the decrease, $45, occurred at the Harrisburg FBO.  That
represents only a 2.3% decrease.  Fuel sales to general aviation increased
$10.  Sales to commercial aviation increased $54, primarily in repair and
maintenance of ground equipment.  A significant decrease ($142),
representing 25.5%, occurred in military fuel sales.  The recovery from the
effect of September 11 began during the three month period ended June 30,
2002.  Fuel sales to general aviation were $189 higher at Harrisburg than
during the same period in 2001.  Sales and services to commercial aviation
increased $100, but military fuel sales decreased $92.  Aircraft charter
sales decreased $59.

Cost of sales as a percentage of sales decreased from 48.9% to 40.0% during
the nine months ended June 30, 2002 as compared to the same period in 2001,
resulting from the change in the sales mix, and an improved gross margin on
fuel sales of approximately 10%.  Cost of sales during the three month
period ended June 30, 2002 decreased from 48.7% to 38.3% from the prior
year.  The gross margin on fuel sales during the period was approximately
5% higher than the prior year and military fuel sales, which produce only
about one-half the gross margin of general aviation fuel sales, decreased
$92.

Departmental costs, excluding the $300 EPA expense reimbursement in 2001,
increased $26.  The sale of the Morgantown FBO produced a $31 decrease.
Although most departmental costs, such as salaries and benefits, repairs
and maintenance, and equipment rental were decreased in the current year,
these reductions were offset by a large increase in general and liability
insurance of $108.  During the three months ended June 30, 2002,
departmental costs exceeded those in the prior year by $31, and insurance
costs increased by $31.

Administrative costs increased $75 during the nine months ended June 30,
2002 as compared to the same period in 2001.  Since these costs are
primarily incurred at the Corporate level, the sale of Morgantown only
produced a $9 decrease in these costs.  The major increases were in
auditing fees of $83 and legal fees of $65.  Travel expenses were reduced
by $32.  Also, included in fiscal 2001 expenses are $39 incurred by RTB/AS,
which is not consolidated in fiscal 2002.  During the three month period
ended June 30, 2002, administrative costs decreased $23.

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, 2002, the Company used $1,391 of cash
in operations, received $1,131 from return on investment in unconsolidated
subsidiary, and received $95 from the sale of fixed assets after the
payment of related debt.  Another $441 was received when the EPA escrow
relating to the sale of the Chicago FBO was returned.  From this net total
of $276, $30 was used to purchase equipment, and $205 was used to retire
debt.

Working capital decreased $511 to ($2,397) from September 30, 2001 to June
30, 2002.  Current assets decreased $964.  Assets held for sale at
September 30, 2001 totaling $740 were sold in March 2002.  Restricted cash
of $445 was released from escrow in March.  Accounts receivable increased
$138 and cash increased by $41.  Current liabilities decreased $453.  Debt
reduction of $777 and a decrease in accrued expenses of $357 were offset by

the accrual of $610 in additional penalty and interest on the New York fuel
taxes.

The Company's revenues have been insufficient to cover the cost of sales
and operating expenses in the prior fiscal year.  Therefore the Company has
been dependent on other sources of cash flows.  There can be no assurances
that these other sources will continue to be available or that revenues
will increase to meet the Company's cash needs.  During the remainder of
fiscal 2002 the major source of cash is expected to be provided by return
on investment in unconsolidated subsidiary.

ITEM 3. CONTROL AND PROCEDURE

Evaluation of Disclosure Control and Procedures

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

Changes in Internal Control

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


ITEM 1. - LEGAL PROCEEDINGS

	b-Fast is aware of only one 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.

99.6 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


99.7    Certification of Paul R. Slack pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002


(b)  Reports on Form 8-K:  None

SIGNATURES



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


b-FAST CORP.
(Registrant)




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



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



CERTIFICATION

I, Paul R. Slack, certify that:

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

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

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

4.	The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant
and we have:

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

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

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

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

a)	all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and


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


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


Date:  August 7, 2003



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


CERTIFICATION

I, Bobby Ray Adkins, certify that:

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

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

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

4.	The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant
and we have:

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

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

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

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

a)	all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and


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


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

        Date :  August 7, 2003



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



EXHIBIT 99.6

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, 2002 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 7, 2003

EXHIBIT 99.7

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, 2002, as filed with the
Securities Exchange Commission (the "Report"), I, Paul R. Slack, Chief
Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

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

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




/s/ Paul R. Slack
Chief Accounting Officer
Date: August 7, 2003