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

Form 10-QSB

(Mark One)

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

For the quarterly period ended June 30, 2004

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

For the transition period from     __             to


	Commission file number  0-10190-0


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


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


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


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


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

State the number of shares outstanding of each of the issuer's classes of
common equity, as of August 11, 2004:  Common stock (without par value)
7,998,052 shares.

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





b-FAST CORP. AND SUBSIDIARIES

INDEX






PART I -  Financial Information                            Page Number


Item 1.  Financial Statements
Consolidated Balance Sheet
June 30, 2004 (unaudited)                                      2

Consolidated Statements of Operations
three months and nine months ended June 30, 2004
and 2003 (unaudited)                                           4

Consolidated Statements of Cash Flows
nine months ended June 30, 2004 and 2003
(unaudited)                                                    5

Notes to Consolidated Financial Statements - June 30, 2004
(unaudited)                                                    7

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

         Forward-Looking Statements

         Critical Accounting Policies

         Results of Operations

         Liquidity and Capital Resources

Item 3.  Control and Procedure                                15

PART II - Other Information

Item 1.  Legal Proceedings                                    16

Item 2.  Changes in Securities and Use of Proceeds            16

Item 3.  Defaults Upon Senior Securities                      16

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

Item 5.  Other Information                                    16

Item 6.  Exhibits and Reports on Form 8-K                     16

         Signatures                                           18



ASSETS


CURRENT ASSETS
  Cash                                                              $   62
  Customer receivables, less allowance for
    doubtful accounts of $22                                           284
  Inventories                                                           21
  Prepaid expenses and other current assets                            107

TOTAL CURRENT ASSETS                                                   474

PROPERTY AND EQUIPMENT
  Transportation equipment                                           1,576
  Machinery and equipment                                              218
  Furniture and fixtures                                                87
  Leasehold improvements                                                38

                                                                     1,919

Less:  Accumulated depreciation
  and amortization                                                     741

PROPERTY AND EQUIPMENT, NET                                          1,178

OTHER ASSETS
  Equity in unconsolidated subsidiary                                5,910

TOTAL ASSETS                                                        $7,562


















See Notes to Consolidated Financial Statements.


LIABILITIES AND STOCKHOLDERS'  DEFICIENCY

CURRENT LIABILITIES
  Short-term borrowings                                               $    24
  Current maturities of long term debt-affiliate                       14,870
  Current maturities of long term debt-other                              172
  Accounts payable-trade                                                  209
  Accrued expenses
    Affiliate interest                                                  8,836
    Fuel taxes                                                            850
    Interest and penalties-fuel taxes                                   1,427
    Other                                                                 489
TOTAL CURRENT LIABILITIES                                              26,877

LONG-TERM DEBT, less current maturities                                   981

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK AND ACCRUED DIVIDENDS
  Series A Cumulative Convertible Preferred Stock
    no par value - authorized 500,000 shares - issued
    and outstanding 144,185 shares                                      4,369
    (liquidation preference - $4,369)

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                                            3,674
  Accumulated deficit                                                 (38,807)
                                                                      (24,428)

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

TOTAL STOCKHOLDERS' DEFICIENCY                                        (24,665)

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY                          $ 7,562











See Notes to Consolidated Financial Statements.


                               THREE MONTHS ENDED     NINE MONTHS ENDED
                                     June 30,             June 30,
                                   (Restated)            (Restated)
                               2004      2003          2004        2003

NET SALES                     $ 987    $  880       $ 3,066     $ 2,779

COST AND EXPENSES

Cost of sales                   379       362         1,278       1,164
Departmental costs              530       516         1,660       1,604
Administrative costs            122       136           414         419

Loss from operations            (44)     (134)         (286)       (408)

Interest expense - other        (11)      (18)          (34)        (53)

Interest expense - affiliate   (188)     (196)         (566)       (599)

Equity in income
  Unconsolidated subsidiary      38       168           121         195

Other income (expense), net       -        35            19          40

NET LOSS                       (205)     (145)         (746)       (825)

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

Net loss applicable
  to common shareholders      $(240)   $ (180)       $ (850)      $(929)

Net loss per share
  applicable to common
  shareholders

Basic and Dilutive           $(0.03)   $(0.02)      $ (0.11)    $ (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.



                                                     NINE MONTHS ENDED
                                                           JUNE 30,
                                                         (Restated)
                                                     2004           2003
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                          $(746)         $(825)

 Adjustments to reconcile net loss to
  net cash used in operating activities:
 Depreciation and amortization                        107            108
 Equity in income of unconsolidated subsidiary       (121)          (195)
 Change in assets and liabilities:
 Decrease in accounts receivable                        5              8
 (Increase) decrease in inventory                      (9)            10
 (Increase) decrease in other current assets           14            (11)
 Increase in accounts payable                          19             30
 Decrease in other accrued expenses                   (24)           (47)
 Increase in accrued interest - affiliate             566            599

 Total adjustments                                    557            502

 Net cash used in operating activities               (189)          (323)

CASH FLOWS FROM INVESTING ACTIVITIES

 Purchases of property and equipment                  (16)           (25)
 Return on investments in
  unconsolidated subsidiary                           340            385

 Net cash provided by investing activities            324            360

CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from short-term borrowings                    3              -
 Proceeds from long-term borrowings                     7              -
 Principal payments of short-term debt-affiliate      (13)           (13)
 Principal payments of long-term debt-other          (123)          (117)

 Net cash used in financing activities               (126)          (130)

 Net increase (decrease) in cash and cash equivalents   9            (93)
 Cash and cash equivalents at beginning of period      53            148
 Cash and cash equivalents at end of period         $  62          $  55


                                                      NINE MONTHS ENDED
                                                            JUNE 30,
                                                          (Restated)
                                                     2004          2003

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the period for:
  Interest                                           $ 34          $ 52

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, 2004 and 2003.

The Company incurred debt in the amount of $7 upon purchasing property and
equipment in January 2004.




































See Notes to Consolidated Financial Statements.


NOTE 1:  BASIS OF PRESENTATION

The consolidated balance sheet as of June 30, 2004, consolidated statements
of operations for the three and nine month periods ended June 30, 2004 and
2003, 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, 2004 and for all periods presented
have been made.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these
interim financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's September 30, 2003
annual report on Form 10-KSB.  The results of operations for the three and
nine month periods ended June 30, 2004 and 2003 are not necessarily
indicative of the operating results for the full year.

NOTE 2:  GOING CONCERN

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

At June 30, 2004, the Company had a working capital deficiency of $26,403,
stockholder's deficiency of $24,665, and incurred a net loss of $746 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. for the purpose of making investments in the auto racing industry.
The Company owns a 99% interest in RTB/AS and Brant owns a 1% interest with
100% voting rights.  The entity is accounted for using the equity method.
During fiscal 1999, RTB/AS advanced $9,708 to Brant.  The advances were
structured as a note of $4,265 bearing interest at 8% per annum, various
interest-free advances totaling $1,168 and a purchase of an After Tax
Economic Interest ("ATEI") in Brant's 30% ownership interest in the auto
racing entity for $4,275.  The ATEI is defined as dividends and other
distributions minus all of the applicable income taxes of Brant from his 30%
ownership interest in the auto racing entity.


NOTE 4:  INVESTMENT IN UNCONSOLIDATED SUBSIDIARY

The Company accounts for its investment in RTB/AS under the equity method.
RTB/AS's tax year-end is December 31.  Condensed financial information of
RTB/AS is as follows:

        Balance Sheets                                            As of
        (in thousands)                                      June 30, 2004

	Assets
        Cash                                                   $  442
        Investments                                             2,000
        Note and Interest Receivable - Member                   3,473
        Advance Receivable - Member                               132
          Total assets                                         $6,047
        Liabilities and members' equity
                Accounts Payable                               $    4
        Member's Equity                                         6,043
          Total liabilities and members' equity                $6,047

       Statement of Operations                          Nine-months ended
        (in thousands)                                    June 30, 2004

        Revenues                                               $  141

        Net income                                             $  122

The above balance sheet includes a correction of an accounting error recently
detected in the financial statements of RTB/AS as of September 30, 2002.
Advance receivable - Member and Member's Equity have both been reduced by
$633.  There is no effect on the statement of operations.

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

NOTE 5:  FINANCING ARRANGEMENTS

Short-Term Borrowings
The Company has an available line of credit of $175 which expires on March
31, 2005, with a bank in connection with the state of Wisconsin Petroleum
Environmental Cleanup Fund Act.  There is an outstanding balance of $24 on
the line of credit at June 30, 2004.

Current Maturities of Long Term Debt-Affiliate
Included in this category are $7,960 of various demand loans due to Transtech
Holding Company, (Transtech), the Company's principle shareholder.  These
notes provide for interest at 2% above the prime rate.  Also included is a
note due Transtech in the amount of $6,910, bearing interest at the prime
rate.  The note is collateralized by a first priority interest on the fixed
assets, inventory, and accounts receivable of the Company.  These amounts are
classified as short term because the Company had a Note Modification
Agreement with Transtech whereby Transtech had agreed to extend the repayment
terms on the principal and all accrued but unpaid interest thereon until
March 20, 2004, and there has been no further extension of the repayment
terms.

Long Term Debt-Other
This category includes $57 due to Avfuel Corporation ("Avfuel"), the
Company's exclusive fuel provider.  The loan is being paid by means of a
rebate issued monthly by Avfuel at the rate of $0.045 per gallon of jet
aviation fuel delivered to the Company during the previous month.  The
Company owes $1,090 to a finance company collateralized by a Beech aircraft.
Repayment terms are monthly payments of $14, including interest at the rate
of prime minus 0.5%, until March 2016.  The Company also owes a finance
company $6 for the lease purchase of a truck lift.  Of the total $1,153, $172
is classified as short term.

NOTE 6:  LOSS PER COMMON SHARE

Basic net loss per share includes no dilution and is calculated by dividing
net loss by the weighted average number of common shares outstanding for the
period.  Dilutive net loss per share reflects the potential dilution of
securities that could share in the net income of the Company through the
exercise of stock options and the conversion of preferred stock.  For the
three and nine month periods ended June 30, 2004 and 2003, no exercise of
common stock equivalents were assumed because the assumed exercise of these
securities would be anti-dilutive by increasing the weighted average number
of common shares outstanding by 576,740 shares.

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 $14,870.  Relative
to this debt, the Company had accrued interest of $8,836 at June 30, 2004.
During the nine months ended June 30, 2004 the Company paid none of the
interest and $9 of the principal to Transtech.

As of June 30, 2004, the Company has a payable to RTB/AS in the amount of $132
included on the balance sheet in accrued expenses-other.

NOTE 8:  CONTINGENT LIABILITIES

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 $2,277.  The Company has commenced discussions
with collections representatives from the State of New York to resolve the
claim.  The Company also is examining the Offer in Compromise Program
established by the New York State Department of Taxation and Finance as an
option to resolve the liability at a reduced amount.  The Company is unable to
predict if efforts at compromising the liability will be successful and if so,
what the final liability may be.

Environmental Matters

The Company's business involves the storage, handling and sale of fuel, and
the provision of mechanical maintenance and refurbishing services which
involve the use of hazardous chemicals.  Accordingly, the Company is required
to comply with federal, state and local provisions which have been enacted to
regulate the discharge of material into the environment or otherwise relate
to the protection of the environment.

The Company is presently responsible for ongoing remediation of underground
contamination at one previously owned location in Milwaukee, Wisconsin.  At
another previously owned location on the Raleigh-Durham Airport in North
Carolina, the Company is one of several former operators of fuel tanks at the
facility responsible for sharing remediation costs.  The Company reached a
settlement agreement with the airport authority during fiscal year 1996 which
limits the Company's liability to $85 with payments to the authority not to
exceed $20 in any calendar year.  The Company has been billed and paid $38
through June 30, 2004.

At June 30, 2004 the Company has included in its financial statements an
accrual for environmental remediation of $104.  Based on estimates by the
engineering firms conducting the remediation projects, the Company has
sufficient reserves should any additional problems arise during remediation.
The Company, in addition, is reimbursed by the Wisconsin Petroleum
Environmental Cleanup Fund in excess of 95% of remediation expenses.  The
accrual of $104 has not been reduced by any expected future reimbursements
from Wisconsin.  The accrued liability is included in accrued expenses-other
on the balance sheet.

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

NOTE 9:  RESTATEMENT

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

                             Three Months Ended          Nine Months Ended
                                June 30, 2003              June 30, 2003
                         As Previously      As       As Previously   As
                           Reported      Restated      Reported   Restated

Statement of Operations:
Net Loss (1)                $(156)        $(145)        $(858)     $(825)
Interest
  expense-other (1)         $ (29)        $ (18)        $ (86)     $ (53)
Net loss applicable
  to common
  shareholders (1)          $(191)        $(180)        $(962)     $(929)
Basic and diluted net
  loss per common share    $(0.02)       $(0.02)       $(0.12)    $(0.12)

(1) Interest expense was overstated by $11 during the three months ended June
30, 2003 and by $33 during the nine months ended June 30, 2003 as the result
of using an incorrect amortization schedule to record the interest expense
and principal reduction on the note due Cessna.




Forward-Looking Statements

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

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

Critical Accounting Policies

b-Fast Corp.'s financial statements are prepared in accordance with
accounting principles that are generally accepted in the United States. The
methods, estimates, and judgments we use in applying our most critical
accounting policies have a significant impact on the results we report in our
financial statements. The Securities and Exchange Commission has defined
critical accounting policies as policies that involve critical accounting
estimates that require (i) management to make assumptions that are highly
uncertain at the time the estimate is made, and (ii) different estimates that
could have been reasonably used for the current period, or changes in the
estimates that are reasonably likely to occur from period to period, which
would have a material impact on the presentation of our financial condition,
changes in financial condition or in results of operations. Based on this
definition, our most critical policies include: investment accounting,
allowance for doubtful accounts and long-lived assets.  We discuss these
policies further below, as well as the estimates and management's judgments
involved.  We believe these policies either do not generally require us to
make estimates and judgments that are as difficult or subjective, or it is
less likely that they would have a material impact on our reported results of
operation for a given period.
The Company uses the equity method of accounting for their investment in an
unconsolidated subsidiary.  The Company exercises significant influence by
maintaining the entity's checkbook, accumulating data for tax returns and
having the President and Chief Executive Officer serve as the manager of the
unconsolidated subsidiary.
The allowance for doubtful accounts is based on our assessment of the
collectibility of specific customer accounts and an assessment of economic
risk as well as the aging of the accounts receivable.  If there is a
deterioration of a major customer's credit worthiness or actual defaults are
higher than our historical experience, our estimates of recoverability of
amounts due us could be adversely affected.
We estimate the useful lives of property and equipment in order to determine
the amount of depreciation and amortization expense to be recorded during any
reporting period. The majority of our equipment is depreciated over four to
seven years. The estimated useful lives are based on historical experience
with similar assets as well as taking into account anticipated technological
or other changes. If technological changes were to occur more rapidly than
anticipated or in a different form than anticipated, the useful lives
assigned to these assets may need to be shortened, resulting in the
recognition of increased depreciation in future periods. We review for
impairment annually or when events or circumstances indicate that the
carrying amount may not be recoverable over the remaining lives of the
assets. In assessing impairments, we follow the provisions of Statement of
Financial Accounting Standards No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets," utilizing cash flows which take into account
management's estimates of future operations.

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

                         Three Months Ended          Nine Months Ended
                              June 30,                   June 30,
						 (restated)			    (restated)
                          2004         2003           2004       2003

Net Sales                 100.0%       100.0%        100.0%	 100.0%
Cost of Sales              38.4         41.1          41.1 	  41.9
Departmental costs         53.7         58.6          54.1 	  57.7
Administrative costs       12.4         15.5          13.5 	  15.1
Equity in income of
  unconsolidated
  subsidiary                3.9         19.1           4.0 	   7.0
Interest expense           20.2         24.4          19.6 	  23.4
Other income (expense)        -          4.0           0.6 	   1.4
Net loss                  (20.8)       (16.5)        (24.3)	 (29.7)

Sales for the nine-month period ended June 30, 2004 increased $287 (10.3%)
compared to the same period in 2003.  Fuel sales increased $55, sales and
services to commercial aircraft increased $115, and aircraft deicing
increased $48 as a result of additional equipment purchased in February 2003.
Landing fees collected, an indicator of general aviation traffic at the
airport, rose 17% in the current nine-month period.  Sales for the three-
month period ended June 30, 2004 increased $107 (12.2%) over the same period
in 2003.  Fuel sales decreased $19, sales and services to commercial aircraft
increased $79, and aircraft charter income increased $32.  There was no
charter income in 2003.

Cost of sales as a percentage of sales decreased from 41.9% to 41.7% during
the nine-month period ending June 30, 2004 as compared to the same period in
2003.  Such small fluctuations occur due to changes in the sales mix.  During
the three month period ended June 30, 2004 the cost of sales percentage
decreased from 41.1% to 38.4%.

Departmental costs increased $56 (3.5%) for the nine-month period ended June
30, 2004.  Rent and utilities increased a combined $74 due to the rental of
additional hanger space during the current period, and aircraft maintenance
increased $66.  These increases were offset by decreases in insurance expense
of $45, building maintenance of $14, and real estate taxes of $24.  During
the three month period ended June 30, 2004, departmental costs increased $14
over the previous year.

Administrative costs decreased $5 during the nine months ended June 30, 2004
as compared to 2003.  An increase in a reserve for a note receivable caused
an increase of $35.  This increase was offset by reductions of $24 in travel
and related expenses, $3 in auditing fees, and $3 in telephone expense.
During the three-month period ended June 30, 2004 total administrative costs
decreased by $14.  An increase in a reserve for a note receivable of $12 was
offset by a $14 reduction in professional fees, a $5 reduction in travel
expenses, a $3 reduction in legal fees, and a $3 reduction in various fees
and bank service charges.  Equity in income of unconsolidated subsidiary is
the Company's share of income in RTB/AS during the three and nine month
periods.

Interest expense-affiliate decreased $33 as a result of two prime rate
reductions, a 0.5% in November 2002 and a 0.25% in June 2003.

LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended June 30, 2004, the Company used $189 of cash in
operations and received $340 from return on investments in unconsolidated
subsidiary.  Additionally, $16 was used to purchase equipment, and $126 was
used to retire debt.

Working capital decreased $554 to ($26,403) from September 30, 2003 to June
30, 2004.  Current assets decreased $1.  Current liabilities increased $553
with the major increase in affiliate interest of $566.

The Company's revenues have been insufficient to cover the cost of sales and
operating expenses in the prior fiscal year.  Therefore the Company has been
dependent on other sources of cash flows.  There can be no assurances that
these other sources will continue to be available or that revenues will
increase to meet the Company's cash needs.  During the remainder of fiscal
2004 the major source of cash is expected to be provided by return on
investment in unconsolidated subsidiary.


ITEM 3. CONTROLS AND PROCEDURES

The Company's management, including the Chief Executive Officer and Chief
Financial Officer, have conducted an evaluation of the effectiveness of
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.  Based
on the evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the disclosure controls and procedures are effective in ensuring
that all material information required to be filed in this quarterly report has
been made known to them in a timely fashion.  There have been no significant
changes in internal controls, or in factors that could significantly affect
internal controls, subsequent to the date the Chief Executive Officer and Chief
Financial Officer completed their evaluation.



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 $2,277.  The Company has commenced discussions
with collections representatives from the State of New York to resolve the
claim.  The Company also is examining the Offer in Compromise Program
established by the New York State Department of Taxation and Finance as an
option to resolve the liability at a reduced amount.  The Company is unable to
predict if efforts at compromising the liability will be successful and if so,
what the final liability may be.

ITEM 2. - CHANGES IN SECURITIES AND USE OF PROCEEDS

  None.

ITEM 3. - DEFAULTS UPON SENIOR SECURITIES

  None.

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

  None.

ITEM 5. - OTHER INFORMATION

  None.

ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

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

31.1	Certification of Bobby Ray Adkins pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

31.2	Certification of Paul R. Slack pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002


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

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

(b)  Reports on Form 8-K:  None.


SIGNATURES



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


	b-FAST CORP.
	(Registrant)



____________________________________
                         (Signature)
Paul R. Slack
Chief Accounting Officer
and Controller
Date:  August 11, 2004



_____________________________________
                          (Signature)
Bobby R. Adkins
President and Chief Executive Officer
Date:  August 11, 2004


EXHIBIT 31.1

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 annual 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
annual report is being prepared;

b)	evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this 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 11, 2004


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


EXHIBIT 31.2

CERTIFICATION

I, Bobby Ray Adkins, certify that:

1.	I have reviewed this quarterly report on Form 10-KSB 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 annual 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
annual report is being prepared;

b)	evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this 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 11, 2004


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



EXHIBIT 32.1

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, 2004, as filed with the Securities
Exchange Commission (the "Report"), I, Bobby Ray Adkins, Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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



_______________________________________
/s/ Bobby Ray Adkins
Chief Executive Officer
Date:  August 11, 2004


EXHIBIT 32.2

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

	In connection with the Quarterly Report of b-Fast Corp. (the "Company")
on Form 10-QSB for the period ended June 30, 2004, as filed with the Securities
Exchange Commission (the "Report"), I, Paul R. Slack, Chief Accounting Officer
of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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



_______________________________________
/s/ Paul R. Slack
Chief Accounting Officer
Date:  August 11, 2004