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 March 31, 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
1.  Financial Statements
Consolidated Balance Sheet
March 31, 2002 (unaudited)                                             2

Consolidated Statements of Operations
three months and six months ended March 31, 2002
and 2001 (unaudited)                                                   4

Consolidated Statements of Cash Flows
six months ended March 31, 2002 and 2001
(unaudited)                                                            5

Notes to Consolidated Financial Statements - March 31, 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 STATEMENT

b-FAST CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
MARCH 31, 2002

(UNAUDITED:  DOLLAR AMOUNTS IN THOUSANDS)

ASSETS


CURRENT ASSETS
  Cash                                                             $   426
  Customer receivables, less allowance for
    doubtful accounts of $22                                           178
  Inventories                                                           39
  Prepaid expenses and other current assets                             77

TOTAL CURRENT ASSETS                                                   720

PROPERTY AND EQUIPMENT
  Transportation equipment                                           1,576
  Machinery and equipment                                              177
  Furniture and fixtures                                                87
  Leasehold improvements                                               114

                                                                     1,954

Less:  Accumulated depreciation
  and amortization                                                     493

PROPERTY AND EQUIPMENT, NET                                          1,461

OTHER ASSETS
  Equity in unconsolidated subsidiary                                7,441

TOTAL ASSETS                                                        $9,622


 Notes to Consolidated Financial Statements.

CURRENT LIABILITIES
  Current maturities of long term debt-affiliate                   $    27
  Current maturities of long term debt-other                           170
  Accounts payable-trade                                               186
  Accrued expenses
    Fuel taxes                                                         850
    Interest and penalties-fuel taxes                                1,427
    Other                                                              658
TOTAL CURRENT LIABILITIES                                            3,318

LONG-TERM DEBT, less current maturities
  Affiliate debt                                                    14,882
  Affiliate interest                                                 7,037
  Other                                                              1,432
TOTAL LONG-TERM DEBT                                                23,351

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK AND ACCRUED DIVIDENDS                     4,057
  Series A Cumulative Convertible Preferred Stock
    no par value - authorized 500,000 shares - issued
    and outstanding 144,185 shares
    (liquidation preference - $4,057)

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                                        3,987
  Accumulated deficit                                             (35,559)
                                                                  (20,867)

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

TOTAL STOCKHOLDERS' DEFICIENCY                                    (21,104)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                    $ 9,622



See Notes to Consolidated Financial Statements


b-FAST CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

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




                                      THREE MONTHS ENDED    SIX MONTHS ENDED
                                            March 31,           March 31,
                                        2002       2001        2002        2001

NET SALES                              $ 509     $  613     $ 1,007     $ 1,443

COST AND EXPENSES

Cost of sales                            200        264         418         708
Departmental costs, net of EPA
  expense reimbursements of
  $300 and including impairment
  loss of $122 in 2001                   497        478         994         699
Administrative costs                     176        128         352         254

Loss from operations                    (364)      (257)       (757)       (218)

Interest expense - other                 (26)       (10)        (60)        (20)

Interest expense - affiliate            (204)      (371)       (459)       (785)

Gain on sale of certain FBO
  operations                              -          -           -           14

Equity in income of
  Unconsolidated subsidiary               30         -          138           -

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

Other income (expense), net              (13)       (48)         10          (7)

NET LOSS                                (577)      (686)     (1,738)     (1,016)

Preferred dividends                      (35)       (34)        (70)        (69)

Net loss applicable
  to common shareholders               $(612)    $ (720)    $(1,808)    $(1,085)

Net loss per share
  applicable to common
  shareholders
Basic and Dilutive                   $ (0.08)    $(0.09)    $ (0.23)     $(0.14)

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

b-FAST CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)



                                                            SIX MONTHS ENDED
                                                                 MARCH 31,
                                                             2002         2001
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                                $(1,738)     $(1,016)

  Adjustments to reconcile net loss to
    net cash used in operating activities:
  Depreciation and amortization                                90           85
  Provision for losses on accounts receivable                   -            3
  Equity in income of unconsolidated subsidiary              (138)           -
  (Gain) on the sale of FBO operations                          -          (14)
  Change in assets and liabilities:
  (Increase) decrease in accounts receivable                   (7)         261
  (Increase) decrease in inventory                             (4)          23
  (Increase) decrease in other current assets                 (16)          99
  Decrease in accounts payable                                (20)        (377)
  Increase (decrease) in other accrued expenses               473         (151)
  Increase in accrued interest - affiliate                    441          753

  Total adjustments                                           819          676

  Net cash used in operating activities                      (919)        (340)

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchases of property and equipment                         (28)        (157)
  Change in restricted cash                                   441           (6)
  Return on investments in
    unconsolidated subsidiary and
    repayments of advances to affiliated entities             711          210
  Proceeds from the sale of FBO operations                     -           150
  Proceeds from the sale of assets held                        95           -

  Net cash provided by investing activities                 1,219          203

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from issuance of long term debt - affiliate         75          116
  Proceeds from issuance of long term debt-other                2            -
  Principal payments of long-term debt-affiliate             (106)         (47)
  Principal payments of long-term debt-other                 (114)         (27)

  Net cash provided by (used in) financing activities        (143)          42

  Net increase (decrease) in cash & cash equivalents          157          (95)
  Cash and cash equivalents at beginning of period            269          177

  Cash and cash equivalents at end of period              $   426       $   82

                                                             SIX MONTHS ENDED
                                                                   MARCH 31,
                                                             2002          2001

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the quarter for:
  Interest                                                $   72        $    51


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 $70 in each of the six-
month periods ended March 31, 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.


See Notes to Consolidated Financial Statements

b-FAST CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002

(UNAUDITED:  DOLLAR AMOUNTS IN THOUSANDS)




NOTE 1:  BASIS OF PRESENTATION

The consolidated balance sheet as of March 31, 2002, consolidated statements
of earnings for the three and six month periods ended March 31, 2002 and
2001, and the consolidated statements of cash flows for the six 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 March 31, 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
six month periods ended March 31, 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 March 31, 2002 the Company had a working capital deficiency of $2,598,
stockholder's deficiency of $21,104, and incurred a net loss of $1,738 for
the six 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:


                                            Six-months ended March 31, 2001

(in thousands, except per share amounts)
Net Sales                                                 $ 1,443

Net loss applicable to common stockholders                $   804

Basic and diluted net loss per share applicable
to common stockholders                                     $ (.14)


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)                                      March 31, 2002
	Assets
        Cash                                                       $348
        Investments                                               3,025
        Note Receivable - Member                                  4,265
        Advance Receivable - Member                                 132
           Total assets                                         $ 7,770
	Liabilities and members' equity
        Payable to Member                                          $197
        Accounts Payable                                              4
        Member's Capital                                          7,569
	   Total liabilities and members' equity		$ 7,770

        Statement of Operations                            Six months ended
             (in thousands)                                 March 31, 2002

        Revenues                                                   $139

        Net income                                                 $139

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 $27 of short-term notes due
Transtech, Inc., a subsidiary of Transtech.

Long Term Debt-Other
This category includes $147 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 $14 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 March 31, 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 March 31, 2002 is $58.  Repayment
terms are interest only, paid monthly at a rate of prime plus 0.5%, principal
due on demand.  The Company owes $1,383 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
$1,602, $170 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 six month periods ended March 31, 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 $14,909.  Relative
to this debt, the Company had accrued interest of $7,037 at March 31, 2002.
 During the six months ended March 31, 2002 the Company paid none of the
interest and $9 of principal to Transtech.

In prior years, Transportech, Inc., a wholly-owned subsidiary of Transtech,
advanced the Company $123.  The unpaid balance at March 31, 2002 was $27.

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 $32, respectively, for use of the aircraft during 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 March 31, 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 March 31, 2002.

At March 31, 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 Statement

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         Six Months Ended
                              March 31,                 March 31,
                          2002         2001          2002       2001

Net Sales                 100.0%       100.0%        100.0%	100.0%
Cost of Sales              39.3         43.1          41.5 	 49.1
Departmental costs         97.6         78.0          98.7 	 48.4
Administrative costs       34.6         20.9          35.0 	 17.6
Equity in income of
 Unconsolidated subsidiary  5.9            -          13.7	    -
Interest expense           45.2         62.2          51.5 	 55.8
Other income (expense)     (2.6)        (7.7)          1.0 	  0.5
Interest and penalty
  - fuel tax                  -            -          60.6         -
Net loss                 (113.4)      (111.9)       (172.6)    (70.4)

Sales for the six month period ended March 31, 2002 decreased $436 as
compared to the same period in 2001.  While the sale of the Morgantown FBO in
October 2000 produced a decrease in sales of $122, sales at the Harrisburg
FBO decreased $308, which has not yet recovered from the effect of September
11.  Services provided to commercial aviation decreased only about $48.  The
balance of the decrease occurred in fuel sales and services provided to
general aviation.  Landing fees, which the Company collects on behalf of the
airport, were 39% less during the current six month period than those
collected in the same period in the prior year.  This indicates improvement
during the three month period ended March 31, 2002, since the decrease was
55% during the first quarter of fiscal 2003.  Sales in the second quarter of
fiscal 2003 were $104 less than the previous year.  $38 of the decrease
occurred in aircraft charter sales because the aircraft used for charter was
sold in January 2002.  The remaining $66 decrease occurred at the Harrisburg
FBO, with $22 of the decrease in sales and services to commercial aviation,
and the $44 balance to general aviation.

Cost of sales as a percentage of sales decreased from 49.1% to 41.5% during
the six months ended March 31, 2002 as compared to the same period in 2001,
primarily resulting from the change in the sales mix.  The Morgantown FBO
that was sold in October 2000 had a cost of sales for that period of 64%.  In
2002, into-plane fees to the airlines, which have no direct cost of sales,
make up a larger percentage of the sales at the Harrisburg FBO than in the
prior year because of the decline in fuel sales to general aviation.  These
changes produced a lower cost of sales percentage in both the first and
second quarter.

Departmental costs, excluding the $300 EPA expense reimbursement in 2001,
decreased $5.  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 $77.  During the three months ended March 31, 2002, departmental costs
exceeded those in the prior year by $19, and insurance costs increased by
$30.

Administrative costs increased $98 during the six months ended March 31, 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 $56
and legal fees of $52.  During the three month period ended March 31, 2000,
administrative costs increased $48.  Reductions in management fees, travel
expense and depreciation expense during the period were offset by increases
in legal fees of $46 and auditing fees of $48.

Interest expense-affiliate decreased $326 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 $40
because of the financing of the Beech aircraft.

Liquidity and Capital Resources

During the six months ended March 31, 2002, the Company used $919 of cash in
operations, received $711 from return on investments 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 $328, $28
was used to purchase equipment, and $143 was used to retire debt.

Working capital decreased $712 to ($2,598) from September 30, 2001 to March
31, 2002.  Current assets decreased $997.  Assets held for sale at September
30, 2001 totaling $740 were sold in March 2002.  Restricted cash of $441 was
released from escrow in March and raised the cash balance at March 31 to
$426.  Current liabilities decreased $285.  Debt reduction of $738 and a
decrease in accrued expenses of $136 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
investments.

The Company anticipates cash flow during the remainder of the fiscal year
from the return on it's investment in RTB/AS to provide approximately $500 of
cash flow which will be available for use as working capital.

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.


PART II - OTHER INFORMATION

b-FAST CORP. AND SUBSIDIARIES

(DOLLAR AMOUNTS IN THOUSANDS)




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.

99.4 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

99.5	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, 200

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 R. Adkins
Bobby R. Adkins
President and Chief Executive Officer



EXHIBIT 99.4

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 March 31, 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 R. Adkins
Chief Executive Officer
Date: August 7, 2003

EXHIBIT 99.5

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 March 31, 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