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

Form 10-QSB/A
Amendment No. 1

(Mark One)

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

      For the quarterly period ended December 31, 2004

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

      For the transition period from             to            .


Commission file number 0-10190-0


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


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


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


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


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

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

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





b-FAST CORP. AND SUBSIDIARIES

INDEX


Explanatory Note

This Amendment No. 1 on Form 10QSB/A to the Quarterly Report on
Form 10-QSB for the quarter ended December 31, 2004 is filed to
update Item 3 and Exhibits 31.5 and 31.6.




PART I - Financial Information                             Page Number


Item 1.  Consolidated Financial Statements
Consolidated Balance Sheet
December 31, 2004 (unaudited)                                   2

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

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

Notes to Consolidated Financial Statements - December 31, 2004
(unaudited)                                                     6

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations         10

        Forward-Looking Statements                             10

        Critical Accounting Policies                           10

        Results of Operation                                   11

        Liquidity and Capital Resources                        12

Item 3.         Controls and Procedures                        12


PART II - Other Information

Item 1.  Legal Proceedings                                     13

Item 2.  Changes in Securities and Use of Proceeds             13

Item 3.  Defaults Upon Senior Securities                       13

Item 4.  Submission of Matters to a Vote of Security Holders   13

Item 5.  Other Information                                     13

Item 6.  Exhibits and Reports on Form 8-K                      13

         Signatures                                            16

ASSETS


CURRENT ASSETS
  Cash                                                             $     8
  Customer receivables, less allowance for
    doubtful accounts of $25
                                                                       321
  Inventories                                                           54
  Prepaid expenses and other current assets
                                                                       108

TOTAL CURRENT ASSETS                                                   491

PROPERTY AND EQUIPMENT
  Transportation equipment
                                                                     1,576
  Machinery and equipment                                              291
  Furniture and fixtures                                                45
  Leasehold improvements                                                38

                                                                     1,950

Less:  Accumulated depreciation
  and amortization                                                     665

PROPERTY AND EQUIPMENT, NET
                                                                     1,285

OTHER ASSETS
  Equity in unconsolidated subsidiary
                                                                     5,705

TOTAL ASSETS                                                       $ 7,481














See Notes to Consolidated Financial Statements.



                                       2



LIABILITIES AND STOCKHOLDERS' DEFICIENCY


CURRENT LIABILITIES
  Short term borrowings                                                $   28
  Current maturities of long term debt-affiliate
                                                                       14,867
  Current maturities of long term debt-other
                                                                          165
  Accounts payable-trade                                                  215
  Accrued expenses
    Affiliate interest                                                  9,267
    Fuel taxes                                                            850
    Interest and penalties-fuel taxes                                   1,467
    Other                                                                 488
TOTAL CURRENT LIABILITIES                                              27,347

LONG-TERM DEBT, less current maturities                                   900

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK AND ACCRUED DIVIDENDS
  Series A Cumulative Convertible Preferred Stock
    no par value - 500,000 shares designated - issued
    and outstanding 144,185 shares                                      4,436
    (liquidation preference - $4,436)

STOCKHOLDERS' DEFICIENCY
  Preferred stock - authorized, 1,000,000 shares of
    no par value, 500,000 designated Series B cumulative
    convertible preferred stock, none issued and outstanding                -
  Common stock - authorized, 60,000,000 shares
    of no par value; issued 8,070,052 shares
    outstanding 7,998,052 shares                                       10,705
  Additional paid-in capital                                            3,608
  Accumulated deficit                                                 (39,278)
                                                                      (24,965)



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

TOTAL STOCKHOLDERS' DEFICIENCY                                        (25,202)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                        $ 7,481














See Notes to Consolidated Financial Statements



                                       3






                                          THREE MONTHS ENDED
                                             December 31,

                                            2004            2003

NET SALES                                 $1,135          $  995

COST AND EXPENSES

Cost of sales                                488             417

Departmental costs                           544             543

Administrative costs                         141             147

Loss from operations                         (38)           (112)

Interest expense - other                     (51)            (12)

Interest expense - affiliate                (225)           (190)

Equity in income of
  Unconsolidated subsidiary                   52              46

Other income (expense), net                    -              11
NET LOSS                                    (262)           (257)

Preferred dividends                          (35)            (35)

Net loss applicable
  to common shareholders                  $ (297)         $ (292)

Net loss per share
  applicable to common
  shareholders

Basic and Diluted			  $(0.04) 	  $(0.04)

Weighted average shares
  outstanding:

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










See Notes to Consolidated Financial Statements





                                       4





                                                    THREE MONTHS ENDED
                                                        DECEMBER 31,


                                                    2004            2003
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                       $  (262)          $(257)

  Adjustments to reconcile net loss to
    net cash used in operating activities:
  Depreciation and amortization                       41              35
  Equity in income of unconsolidated subsidiary      (52)            (46)
  Change in assets and liabilities:
  Decrease in accounts receivable                      6              35
  Increase in inventory                              (34)            (35)
  Decrease in prepaid expense and other current
  assets                                              21               3
  Increase in accounts payable                        11              66
  Decrease in other accrued expenses                 (20)            (34)
  Increase in interest and penalties-fuel taxes       40               -
  Increase in accrued interest - affiliate           226             190

  Total adjustments                                  239             214

  Net cash used in operating activities              (23)            (43)

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchases of property and equipment               (184)              -
  Return of investment in unconsolidated
    subsidiary                                       230             105

  Net cash provided by investing activities           46             105

CASH FLOWS FROM FINANCING ACTIVITIES

  Principal payments of long-term debt-affiliate       -              (4)
  Principal payments of long-term debt-other         (47)            (45)

  Net cash used in financing activities              (47)            (49)

  Net (decrease) increase in cash & cash equivalents (24)             13
  Cash and cash equivalents at beginning of period    32              53

  Cash and cash equivalents at end of period     $     8           $  66

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  Cash paid during the period for:
      Interest                                   $    11          $   12

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
$35 in each of the three-month periods ended December 31, 2004
and 2003.


See Notes to Consolidated Financial Statements.







                                       5





NOTE 1:  BASIS OF PRESENTATION

The consolidated balance sheet as of December 31, 2004,
consolidated statements of operations for the three month periods
ended December 31, 2004 and 2003, and the consolidated statements
of cash flows for the three 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 December 31, 2004 and for all
periods presented have been made.

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

Certain information and footnote disclosures normally included in
financial statements prepared in accordance with 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, 2004 annual report on Form
10-KSB.  The results of operations for the three-month periods
ended December 31, 2004 and 2003 are not necessarily indicative of
the operating results for the full year.

NOTE 2:  GOING CONCERN

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

At December 31, 2004 the Company had a working capital deficiency
of $26,856, stockholder's deficiency of $25,202, and incurred a
net loss of $262 for the three 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.  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.




                                       6






NOTE 4:  INVESTMENT IN UNCONSOLIDATED SUBSIDIARY

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

        Balance Sheet                                             As of
     (in thousands)                                            December 31,
                                                                   2004
	Assets
        Cash                                                     $  278
        Certificates of Deposit                                   2,000

        Note and Interest Receivable - Member                     3,398

        Advance Receivable - Member                                 132
           Total assets                                          $5,808

	Liabilities and members' equity
        Accounts Payable                                         $    4
        Member's Equity                                           5,804
           Total liabilities and members' equity                 $5,808

        Statement of Operations                              Three months
ended
        (in thousands)                                    December 31, 2004

        Revenues                                                 $   53
        Net income                                               $   53

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

NOTE 5:  FINANCING ARRANGEMENTS

Short-Term Borrowings
The Company has an available line of credit of $175 due to expire
on March 15, 2005, with a bank in connection with the state of
Wisconsin Petroleum Environmental Cleanup Fund Act.  There is $28
outstanding on the line of credit at December 31, 2004.

Current Maturities of Long Term Debt-Affiliate
Included in this category are $7,957 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.  Payments have
not been made pursuant to the terms of the Note Modification and
the Company is in default.  There has been no additional note
modification since that date, and no demands for payment have been
made through December 31, 2004.  As a result, the principal and
accrued interest on these notes has been classified as short-term
obligations at December 31, 2004.

Long Term Debt
This category includes $33 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 $1,027 to a finance company


                                       7



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.  Another $5 is owed to a finance company
for the purchase of ground equipment.  Of the total $1,065, $165
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-month periods
ended December 31, 2004 and 2003 no exercise of common stock
equivalents were assumed because the assumed exercise of these
securities would be anti-dilutive.

NOTE 7:  RELATED PARTY TRANSACTIONS

The Company is indebted to its major shareholder Transtech (holder
of 50.9% of common stock and 71.8% of preferred) in the amount of
$14,867.  Relative to this debt, the Company had accrued interest
of $9,267 at December 31, 2004. During the three months ended
December 31, 2004 the Company paid none of the interest or
principal to Transtech.

As of December 31, 2004, the Company has a payable to RTB/AS in
the amount of $132 included on the balance sheet in accrued
expenses-other.

NOTE 8:  CONTINGENT LIABILITIES

New York Fuel Tax

From December 1994 through December 1996, b-Fast received
quarterly fuel tax assessments from the State of New York for
periods from September 1991 through November 1993 (collectively,
the "Assessments") relating to our former operations at a FBO in
Westchester, New York.  The Company timely filed appeals for the
Assessments.  The Assessments resulted from an audit by the
Division of Taxation that was performed in September 1994.  On
November 8, 2001 an Administrative Law Judge denied the Company's
appeals and sustained the Assessments, together with penalties and
interest.  The Company appealed this decision.  On September 12,
2002, the State of New York, Tax Appeals Tribunal affirmed the
decision of the Administrative Law Judge, together with penalties
and interest in the amount of $2,267.  An additional $40 of
interest was accrued during the current period.  There have been
discussions with collections representatives from the State of New
York to resolve the claim.  The Company is unable to predict
whether there is an opportunity to compromise the liability.

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



                                       8



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 December 31, 2004.

At December 31, 2004 the Company has included in its financial
statements an accrual for environmental remediation of $104.  The
Company 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.







                                       9






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





                                       10









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
                                                        December 31,
                                                     2004         2003

Net Sales                                           100.0%       100.0%
Cost of Sales                                        43.0         41.9
Departmental costs                                   48.0         54.6
Administrative costs                                 12.4         14.8
Equity in income of
 Unconsolidated subsidiary                            4.6          4.6
Interest expense                                     24.3         20.2
Other income                                            -          1.1
Net loss                                            (23.1)       (25.8)

Sales for the three month period ended December 31, 2004 increased
$140 (14.1%) over the same period in 2003.  Sales and services to
commercial aviation increased $84, aircraft charter revenue
increased $59, and military fuel sales increased $45.  Revenue
from deicing services decreased $51 due to the warm weather and
fuel sales to general aviation decreased $26.  However, the net
revenue from all other sales and services provided to general
aviation increased $29.

Cost of sales rose 1.1% of sales in 2004, primarily because rising
fuel costs were not reflected at the same rate in selling prices.
 The cost of sales of jet fuel in 2004 was 59.6% while in 2003 it
was 55.9%.

Departmental costs rose only $1 in 2004, but as a percentage of
sales decreased by 6.6%.  The largest increases were in salaries
and benefits of $11, rent expense of $10, and fuel for ground
equipment of $5.  The largest decreases were in aircraft
maintenance of $8, rent of shop and line equipment of $9, and
property taxes of $8.

Administrative costs decreased by $6 (4.1%) during the current





                                       11




three month period.  The two largest increases were in
depreciation of $5 and bad debt expense of $5.  The two largest
decreases were professional fees of $8 and directors and auditors
fees of $5.

Equity in income of unconsolidated subsidiary is the Company's
share of income or loss in RTB/AS during the three-month period.

Interest expense increased a combined $74 resulting from five
increases in the prime rate from July into December 2004, and an
additional $40 accrual on the New York State fuel tax liability.

Liquidity and Capital Resources

During the three months ended December 31, 2004, the Company used
$23 of cash in operations and received $230 from return on
investment in unconsolidated subsidiary.  $47 was used to retire
debt and $184 was used to purchase fixed assets.

Working capital deficit increased $262 to ($26,856) from September
30, 2004 to December 31, 2004.  Current assets decreased $17.
Current liabilities increased $245 with $226 of the increase in
accrued interest due to affiliate.

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 2005 the
major source of cash is expected to be provided by return on
investment in unconsolidated subsidiary.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Control and Procedures

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

Changes in Internal Control

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





                                       12







ITEM 1. - LEGAL PROCEEDINGS

b-Fast is aware of only one legal action against the Company.  The
action was initiated by the taxing authority of the State of New
York and is described in the following paragraph.  It is possible
that there are unasserted, potential claims against the Company.
Such claims could be asserted against the Company at some point in
the future.  It is not uncommon for the Company to encounter
litigation that arises as a result of Company business operations.

From December 1994 through December 1996, b-Fast received
quarterly fuel tax assessments from the State of New York for
periods from September 1991 through November 1993 (collectively,
the "Assessments") relating to our former operations at a FBO in
Westchester, New York.  The Company timely filed appeals for the
Assessments.  The Assessments resulted from an audit by the
Division of Taxation that was performed in September 1994.  On
November 8, 2001 an Administrative Law Judge denied the Company's
appeals and sustained the Assessments, together with penalties and
interest.  The Company appealed this decision.  On September 12,
2002, the State of New York, Tax Appeals Tribunal affirmed the
decision of the Administrative Law Judge, together with penalties
and interest in the amount of $2,267.  An additional $40 of
interest was accrued during the current period.  There have been
discussions with collections representatives from the State of New
York to resolve the claim.  The Company is unable to predict if
efforts at 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.

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

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

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

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





                                       13










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

(c)  Review by Independent Registered Accounting Firm.

 The consolidated balance sheet as of December 31, 2004, the
 consolidated statements of operations for the three months
ended
 December 31, 2004 and 2003, and the consolidated statements
of cash
 flows for the three months ended December 31, 2004 and 2003
have been
 reviewed by the registrant's independent registered public
accounting
 firm, WithumSmith+Brown, P.C., whose report covering their
review of
 the financial statements follows.








                                       14





























REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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


We have reviewed the accompanying consolidated balance sheet of b-
Fast Corp. and subsidiaries as of December 31, 2004 and the
related consolidated statements of operations and cash flows for
the three-month periods ended December 31, 2004 and 2003.  These
interim financial statements are the responsibility of the
Company's management.

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

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

Note D of the Company's audited financial statements as of
September 30, 2003 and for the year then ended discloses that the
Company had a working capital deficit of $26,594,000 and a
stockholders' deficiency of $24,905,000 as of September 30, 2003.
 Our auditors' report on those financial statements includes an
explanatory paragraph referring to the matters in Note D of those
financial statements indicating that these matters raised
substantial doubt about the Company's ability to continue as a
going concern.  As indicated in Note 2 of the Company's unaudited
interim financial statements as of December 31, 2004 and for the
three-months then ended, the Company had a working capital deficit
and a stockholders' deficiency.  The accompanying interim
financial information does not include any adjustments that might
result from the outcome of this uncertainty.







/s/ WithumSmith+Brown, P.C.
Princeton, New Jersey
February 4, 2005









                                       15



SIGNATURES



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


b-FAST CORP.
(Registrant)


/s/ Paul R. Slack
 (Signature)
Paul R. Slack
Chief Accounting Officer and Controller
Date:  June 15, 2005


/s/ Bobby R. Adkins
(Signature)
Bobby R. Adkins
President and Chief Executive Officer
Chairman of the Board of Directors
Date:  June 15, 2005




























                                       16







EXHIBIT 31.5

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

I, Paul R. Slack, certify that:

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

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

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

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

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

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

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

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








                                       17













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

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

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



June 15, 2005



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














                                       18






EXHIBIT 31.6

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

I, Bobby Ray Adkins, certify that:

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

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

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

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

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

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

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

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








                                       19














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

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

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



June 15, 2005



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




























                                       20







EXHIBIT 32.5

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

In connection with the Quarterly Report of b-Fast Corp. (the
"Company") on Form 10-QSB for the period ended December 31, 2004
as filed with the Securities Exchange Commission (the "Report"),
I, Bobby Ray Adkins, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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



_______________________________________
/s/ Bobby Ray Adkins
President and Chief Executive Officer
Chairman of the Board of Directors
Date:  June 15, 2005







                                       21






EXHIBIT 32.6

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

In connection with the Quarterly Report of b-Fast Corp. (the
"Company") on Form 10-QSB for the period ended December 31, 2004,
as filed with the Securities Exchange Commission (the "Report"),
I, Paul R. Slack, Chief Accounting Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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



_______________________________________
/s/ Paul R. Slack
Chief Accounting Officer
Date:  June 15, 2005



                                       22