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 December 31, 2005

?  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,
2006:  Common stock (without par value) 7,998,052
shares.

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






b-FAST CORP. AND SUBSIDIARIES

INDEX




PART I - Financial Information	Page Number


Item 1.  Consolidated Financial Statements
Consolidated Balance Sheet
December 31, 2005 (unaudited)                              2

Consolidated Statements of Operations
three months ended December 31, 2005
and 2004 (unaudited)                                       4

Consolidated Statements of Cash Flows
three months ended December 31, 2005 and 2004
(unaudited)                                                5

Notes to Consolidated Financial Statements - December
31, 2005
(unaudited)                                                6

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations
                                                          11

        Forward-Looking Statements                        11

        Critical Accounting Policies                      11

        Results of Operation                              12

        Liquidity and Capital Resources                   13

Item 3.         Controls and Procedures                   13


PART II - Other Information

Item 1.  Legal Proceedings                                14

Item 2.  Unregistered Sales of Equity Securities and Use
         of Proceeds                                      14

Item 3.  Defaults Upon Senior Securities                  14

Item 4.  Submission of Matters to a Vote of Security
Holders                                                   14

Item 5.  Other Information                                14

Item 6.  Exhibits                                         14

Report of Independent Registered Public Accounting Firm
                                                          16

         Signatures                                       17


ASSETS


CURRENT ASSETS
  Cash                                                               $   111
  Customer receivables, less allowance for
    doubtful accounts of $31
                                                                         302
  Inventories                                                             60
  Prepaid expenses and other current assets                              117

TOTAL CURRENT ASSETS
                                                                         590

PROPERTY AND EQUIPMENT
  Transportation equipment                                             1,576
  Machinery and equipment                                                292
  Furniture and fixtures                                                  45
  Leasehold improvements                                                  43

                                                                       1,956

Less:  Accumulated depreciation
  and amortization
                                                                         836

PROPERTY AND EQUIPMENT, NET                                            1,120

OTHER ASSETS
  Equity in unconsolidated entity
                                                                       5,709

TOTAL ASSETS                                                         $ 7,419






See Notes to Consolidated Financial Statements.






                                        2




LIABILITIES AND STOCKHOLDERS' DEFICIENCY


CURRENT LIABILITIES
  Short term borrowings                                        $    37
  Current maturities of long term debt-parent                   14,867
    Current maturities of long term debt-other                     115
  Accounts payable-trade                                           292
  Accrued expenses
    Interest-parent                                             10,346
    Fuel taxes                                                     850
    Interest and penalties-fuel taxes                            1,640
    Other                                                          447
TOTAL CURRENT LIABILITIES                                       28,594

LONG-TERM DEBT, less current maturities                            805

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                             4,574
    (liquidation preference - $4,574)

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                                     3,470
  Accumulated deficit                                          (40,492)
                                                               (26,317)

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

TOTAL STOCKHOLDERS' DEFICIENCY                                 (26,554)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                 $ 7,419




See Notes to Consolidated Financial Statements.




                                        3



                                                    THREE MONTHS ENDED
                                                       December 31,

                                                      2005       2004

NET SALES                                           $1,279     $1,135

COST AND EXPENSES

Cost of sales                                          667        488

Departmental costs                                     550        544

Administrative costs                                   123        141

Loss from operations                                   (61)       (38)

Interest expense - other                               (68)       (51)
Interest expense - parent                             (301)      <225)

Equity in income of
  Unconsolidated entity                                 73         52


NET LOSS                                              (357)      <262)

Preferred dividends                                    (35)       (35)

Net loss applicable
  to common shareholders                            $ (392)    $ (297)

Net loss per share
  applicable to common
  shareholders

Basic and Diluted                                   $(0.05)    $(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,


                                                       2005            2004
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                           $  (357)           $(262)

Adjustments to reconcile net loss to
net cash provided by (used in) operating activities:
Depreciation and amortization                           43               41
Equity in income of unconsolidated entity              (73)             (52)
Change in assets and liabilities:
Decrease in accounts receivable                         73                6
Increase in inventory                                   (9)             (34)
Decrease in prepaid expense and other current
    assets                                              20               21
Increase in accounts payable                             6               11
Decrease in other accrued expenses                      <3)             (20)
Increase in interest and penalties-fuel taxes           52               40
Increase in accrued interest - parent                  301              226

Total adjustments                                      410              239

Net cash provided by (used in) operating activities     53              (23)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment                     <1)            (184)
Return of investment in unconsolidated
entity                                                  90              230

Net cash provided by investing activities               89               46

CASH FLOWS FROM FINANCING ACTIVITIES

Principal payments of long-term debt-other             (36)             (47)

Net cash used in financing activities                  (36)             (47)

Net increase (decrease) in cash & cash equivalents     106              (24)
Cash and cash equivalents at beginning of period         5               32

Cash and cash equivalents at end of period           $ 111            $   8

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the period for:
Interest                                           $    15            $  11

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, 2005 and 2004.


See Notes to Consolidated Financial Statements.






                                        5


NOTE 1:  BASIS OF PRESENTATION

The consolidated balance sheet as of December 31, 2005,
consolidated statements of operations for the three
month periods ended December 31, 2005 and 2004, 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, 2005 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, 2005 annual report on Form
10-KSB.  The results of operations for the three-month
periods ended December 31, 2005 and 2004 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, 2005 the Company had a working capital
deficiency of $28,004, stockholder's deficiency of
$26,554, and incurred a net loss of $357 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.

As part of management's plans, management is exploring
other opportunities to acquire an FBO similar to its
Harrisburg FBO and any required financing. Such a start-
up would require minimal investment.  The Company is
also exploring investments in other non-related
businesses, including the auto racing industry.

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.





                                        6



 The ATEI is defined as dividends and other
distributions minus all of the applicable income taxes
of Brant from his 30% ownership interest in the auto
racing entity.

NOTE 4:  INVESTMENT IN UNCONSOLIDATED ENTITY

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

Balance Sheet                                              As of
(in thousands)                                       December 31, 2005
	Assets
        Cash                                                $   91
        Certificates of Deposit                              2,000
        Note and Interest Receivable - Member                3,593
        Note and Interest Receivable - Other                 1,155
        Advance Receivable - Member                            132
           Total assets                                     $6,971

	Liabilities and members' equity
        Accounts Payable                                    $    4
        Notes Payable                                        1,134
        Accrued Interest                                        22
        Member's Equity                                      5,811
           Total liabilities and members' equity            $6,971

Statement of Operations                    Three months ended
<in thousands)                             December 31, 2005

        Revenues                               $   85
        Net income                             $   74

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 2004, 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, 2004, with $1,008 of that total being a principal
payment on the $4,265 note receivable from Mrs. Brant.

On January 14, 2005 RTB/AS borrowed $500 against a
$1,000 line of credit at one bank, and $634 against
another $1,000 line of credit.  Both lines of credit
were established in June 2003, and are secured by
existing certificates of deposit.  The $500 loan
carries an interest rate of 4.61% and matures on
January 14, 2006.  The loan has been renewed until July
14, 2006, at the same interest rate.  The $634 loan
carries an interest rate of 4.25% and matures on June
9, 2006.

The entire proceeds from these two loans were then
loaned to Transtech Holding Company (Transtech), the
Company's principal stockholder, on January 18, 2005
under a term note which matures January 18, 2008, and
carries an interest rate equal to the prime rate as
published in the Wall Street Journal.  Interest has
been paid through September 30, 2005.

NOTE 5:  FINANCING ARRANGEMENTS

Short-Term Borrowings
The Company has an available line of credit of $175 due
to expire on March 15, 2006, with a bank in connection
with the state of Wisconsin Petroleum Environmental
Cleanup Fund Act.  There is $37 outstanding on the line







                                        7




of credit at December 31, 2005.
Current Maturities of Long Term Debt-Parent
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 which expired March 20, 2004, and the
Company is in default.  There has been no additional
note modification since that date, and no demands for
payment have been made through December 31, 2005.  As a
result, the principal and accrued interest on these
notes has been classified as short-term obligations at
December 31, 2005.

Long Term Debt
The Company owes $917 to a finance company
collateralized by a Beech aircraft.  Repayment terms are
monthly payments of $14, including interest at the rate
of prime minus 0.5%, until March 2016.  Another $3 is
owed to a finance company for the purchase of ground
equipment.  Of the total $920, $115 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, 2005 and 2004 no
exercise of common stock equivalents, including 739,320
shares for mandatory redeemable convertible preferred
stock, were assumed because the assumed exercise of
these securities would be anti-dilutive.

NOTE 7:  RELATED PARTY TRANSACTIONS

The Company is indebted to its major shareholder
Transtech (holder of 50.9% of common stock and 71.8% of
preferred) in the amount of $14,867.  Relative to this
debt, the Company had accrued interest of $10,346 at
December 31, 2005. During the three months ended
December 31, 2005 the Company paid none of the interest
or principal to Transtech.

As of December 31, 2005, the Company has a payable to
RTB/AS in the amount of $132 included on the balance
sheet in accrued expenses-other.

RTB/AS recorded $53 of interest income during the three
months ended December 31, 2005 related to a note
receivable from Mrs. Brant.  The balance of the note
receivable as of December 31, 2005 was $3,257.

RTB/AS recorded $20 of interest income during the three
month period ended December 31, 2005 related to a note
receivable from Transtech.  The balance of the note
receivable as of December 31, 2005 was $1,134.

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






                                        8




the Division of Taxation that was performed in September
1994.  On November 8, 2001 an Administrative Law Judge
denied the Company's appeals and sustained the
Assessments, together with penalties and interest.  The
Company appealed this decision.  On September 12, 2002,
the State of New York, Tax Appeals Tribunal affirmed the
decision of the Administrative Law Judge, together with
penalties and interest in the amount of $2,267.  During
fiscal year 2005 an additional $171 of interest was
accrued.  An additional $52 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 negotiating the liability will be
successful and if so, what the final liability may be.

Environmental Matters

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

The Company is presently responsible for ongoing
remediation of underground contamination at one
previously owned location in Milwaukee, Wisconsin.  At
another previously owned location on the Raleigh-Durham
Airport in North Carolina, the Company is one of several
former operators of fuel tanks at the facility
responsible for sharing remediation costs.  The Company
reached a settlement agreement with the airport
authority 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, 2005.

At December 31, 2005 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.

Recent Accounting Announcements

In May 2005, the FASB issued SFAS No. 154, "Accounting
Changes and Error Corrections, a replacement of APB
Opinion No. 20 and FASB Statement No. 3."  The
Statement applies to all voluntary changes in
accounting principle, and changes the requirements for
accounting for and reporting of a change in accounting
principle.  SFAS No. 154 is effective for accounting
changes and corrections of errors made in fiscal years
beginning after December 15, 2005.  The Company will
adopt SFAS No. 154 January 1, 2006 and does not
anticipate any material effect on its consolidated
financial statements.

In December 2004, FASB issued SFAS No. 123R, "Share
Based Payment" ("FAS 123R"), requiring all share-based







                                        9








payments to employees, including grants of employee
tock options, to be recognized as compensation expense
in the consolidated financial statements based upon
their fair values.  As amended by the Securities and
Exchange Commission ("SEC") on April 14, 2005, this
standard is effective for the quarter beginning January
1, 2006 for small business public filers.  On March 29,
2005, the SEC issued Staff Accounting Bulletin No. 107
("SAB 107"), which provides the Staff's views of share-
based payments for public companies.  The adoption of
FAS 123 R should not have an impact on the Company's
financial position, results of operations, or cash
flows.



                                        10








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 entity.  The
Company exercises significant influence by maintaining
the entity's checkbook, accumulating data for tax
returns and having the President and Chief Executive
Officer serve as the manager of the unconsolidated
entity.
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







                                        11





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,
                                                      2005            2004

Net Sales                                            100.0%          100.0%
Cost of Sales                                         52.2            43.0
Departmental costs                                    43.0            48.0
Administrative costs                                   9.6            12.4
Equity in income of
 Unconsolidated entity                                 5.7             4.6
Interest expense                                      28.8            24.3
Net loss                                             (27.9)          <23.1)

Sales for the three month period ended December 31, 2005
increased $144 (12.7%) over the same period in 2004.
Sales and services to commercial aviation increased $7,
aircraft charter revenue decreased $7, and military fuel
sales increased $20.  Fuel sales to general aviation
increased $108 resulting from a 24% increase in gallons
sold.  The net revenue from all other sales and services
provided to general aviation increased $9.

Cost of sales rose 9.2% of sales in 2005, primarily
because rising fuel costs were not reflected at the same
rate in selling prices.  The cost of sales of jet fuel
in 2005 was 69.2% while in 2004 it was 59.6%.

Departmental costs rose only $6 in 2005, but as a
percentage of sales decreased by 5.0%.  The largest
increases were in maintenance and repair of shop and
line equipment of $4, utilities of $4, rent expense of
$3, and aircraft maintenance of $2.  The largest
decreases were in payroll and benefits of $5, largely
due to the elimination of one supervisor, and insurance
expense of $2.

Administrative costs decreased by $18 (12.8%) during the








                                        12






current three month period, the result of a $17 decrease
in bad debt expense.  Reserve for bad debts was
increased in 2005 because of the condition of several
commercial customers.  No additional expense has been
recorded in 2006.

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

Interest expense increased a combined $93 resulting from
seven increases in the prime rate from February to
November 2005.

Liquidity and Capital Resources

During the three months ended December 31, 2005, $53 was
provided by operations and $89 was provided by investing
activities.  $36 was used to retire debt.

Working capital deficit increased $307 to ($28,004) from
September 30, 2005 to December 31, 2005.  Current assets
increased $22.  Current liabilities increased $329 with
$301 of the increase in accrued interest due to parent.


The Company's revenues have been insufficient to cover
the cost of sales and operating expenses in the prior
fiscal year.  Therefore the Company has been dependent
on other sources of cash flows.  There can be no
assurances that these other sources will continue to be
available or that revenues will increase to meet the
Company's cash needs.  During the remainder of fiscal
2006 the major source of cash is expected to be provided
by return of investment in unconsolidated entity.

At December 31, 2005 the Company had a working capital
deficiency of $28,004, stockholders' deficiency of
$26,554, and incurred a net loss of $357 for the three
months then ended.  The financial condition of the
Company raises substantial doubt about its ability to
continue as a going concern.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Control and Procedures

As required by 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.





                                        13








ITEM 1. - LEGAL PROCEEDINGS

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

From December 1994 through December 1996, b-Fast
received quarterly fuel tax assessments from the State
of New York for periods from September 1991 through
November 1993 (collectively, the "Assessments") relating
to our former operations at a FBO in Westchester, New
York.  The Company timely filed appeals for the
Assessments.  The Assessments resulted from an audit by
the Division of Taxation that was performed in September
1994.  On November 8, 2001 an Administrative Law Judge
denied the Company's appeals and sustained the
Assessments, together with penalties and interest.  The
Company appealed this decision.  On September 12, 2002,
the State of New York, Tax Appeals Tribunal affirmed the
decision of the Administrative Law Judge, together with
penalties and interest in the amount of $2,267.  During
fiscal year 2005 an additional $171 of interest was
accrued.  An additional $52 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 negotiating the liability will be
successful and if so, what the final liability may be.

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

	None.

ITEM 3. - DEFAULTS UPON SENIOR SECURITIES

An installment note is due Transtech in the amount of
$6,910.  Quarterly payments of $300 plus interest at
prime were to be paid beginning October 1999.  A series
of note modification agreements deferred these payments.
 The last modification agreement expired March 20, 2004,
and the Company has made no payments and is in default.
 No demands for payment have been made through December
31, 2005.

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

	None.

ITEM 5. - OTHER INFORMATION

	None.

ITEM 6. - EXHIBITS

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

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

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








                                        14






(32.13) 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.

(32.14)	 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.











                                        15





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, 2005 and the related consolidated statements of
operations for the three-month periods ended December
31, 2005 and 2004 and of cash flows for the three month
periods ended December 31, 2005 and 2004.  These interim
consolidated 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 (United States), the objective of which is the
expression of an opinion regarding the consolidated
financial statements taken as a whole.  Accordingly, we
do not express such an opinion.

Based on our 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 accounting principles generally
accepted in the United States of America.

Note C of the Company's audited consolidated financial
statements as of September 30, 2005 and for the year
then ended discloses that the Company had a working
capital deficit of $27,697,000 and a stockholders'
deficiency of $26,162,000 as of September 30, 2005.  our
auditors' report on those consolidated financial
statements includes an explanatory paragraph referring
to the matters in Note C of those consolidated financial
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 consolidated financial
statements as of December 31, 2005 and for the three-
month and period then ended, the Company had a working
capital deficit and a stockholders' deficiency.  The
accompanying interim consolidated financial information
does not include any adjustments that might result from
the outcome of this uncertainty.







/s/ WithumSmith+Brown, P.C.
Princeton, New Jersey
February 3, 2006









                                        16












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:  February 10, 2006


/s/ Bobby R. Adkins
      (Signature)
Bobby R. Adkins
President and Chief Executive Officer
Date:  February 10, 2006















                                        17






EXHIBIT 31.13

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
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 Rule 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








                                        18







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.






February 10, 2006



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








                                        19


EXHIBIT 31.14

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

I, Bobby Ray Adkins, certify that:

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

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

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

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








                                        20














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.




February 10, 2006



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








                                        21




EXHIBIT 32.13

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, 2005 as filed with the Securities Exchange
Commission (the "Report"), I, Bobby Ray Adkins, Chief
Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

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

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



_______________________________________
/s/ Bobby Ray Adkins
Chief Executive Officer
Date:  February 10, 2006









                                        22










EXHIBIT 32.14

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, 2005, 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:  February 10, 2006









                                        23