U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-KSB/A
Amendment No. 1

(Mark One)

[ X ]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
   For the fiscal year ended September 30, 2004

[   ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
   For the transition period from           to
Commission file number 1-10190-0
b-Fast Corp.
(Name of small business issuer in its charter)

Louisiana                        72-0385274
(State or other jurisdiction
                                   (I.R.S. Employer
of incorporation or organization)
                              Identification No.)

660 Newtown-Yardley Road
Newtown, Pennsylvania 18940
(Address of principal executive offices) (Zip Code)

Issuer's telephone number (215) 860-5600

Securities registered under Section 12(b) of the Exchange Act:

   Title of each class None.  Name of each exchange on which
registered None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock (without par value)
(Title of Class)

Series A Cumulative Convertible Preferred Stock (without par value)
Title of class


                                       1



Check whether the registrant (l) 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 __

Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in this
form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB.     [X]

State issuer's revenues for the year ended September 30, 2004.
 $4,119,435

State the aggregate market value of the voting stock held by
non-affiliates as of September 30, 2004.

-	Common Stock (without par value)	$59,492
(1) See Note Below

-	Series A Cumulative Convertible
Preferred Stock                                 $11,381
(2) See Note Below




(1)	Based upon the average bid and asked prices of b-Fast's
Common Stock as of September 30, 2004.

(2)	Based upon the average bid and asked price of b-Fast's
Series A Cumulative Convertible Preferred Stock as of
August 18, 2004, the last date for which a published bid
and asked price is available.

State the number of shares outstanding of each of the Company's
classes of common equity as of September 30, 2004:

-	Common Stock (without par value) 7,998,052 shares.




                                       2

b-Fast Corp.
FORM 10-KSB


TABLE OF CONTENTS



Part I				Page No.

Item 1. Description of Business                                            4
Item 2. Description of Property                                            7
Item 3. Legal Proceedings                                                  8
Item 4. Submission of Matters to a Vote of Security Holders                8


Part II

Item 5. Market for Common Equity and Related Stockholder Matters           9
Item 6. Management's Discussion and Analysis or Plan of Operation         10
Item 7. Financial Statements                                              14
Item 8.	Changes in and Disagreements with Accountants on Accounting and
                Financial Disclosure                                      14
Item 8A.        Controls and Procedures                                   14
Item 8B.        Other Information                                         14


Part III

Item 9.	Directors, Executive Officers, Promoters and Control Persons;
        Compliance With Section 16 (a) of the Exchange Act                15
Item 10.Executive Compensation                                            17
Item 11.Security Ownership of Certain Beneficial Owners and
        Management and Related Stockholder Matters                        19
Item 12.Certain Relationships and Related Transactions                    20
Item 13.Exhibits and Reports on Form 8-K                                  21
Item 14.Principal Accountant Fees and Services                            21






                                       3










PART I

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.

Explanatory Note

	This Amendment No. 1 on Form 10-KSB/A to the Annual Report on
Form 10-KSB for the year ended September 30, 2004 is filed to
update Item 6; Item 8A; Item 9; Note D12, of the Notes to
Consolidated Financial Statements; and Exhibits 31.3 and 31.4.

Item 1.  Description of Business

GENERAL DEVELOPMENT OF BUSINESS

b-Fast Corp. ("b-Fast"), founded in 1948, was incorporated in
Louisiana under the name "Pan-Air Corporation".  In 1980, we
changed our name to "Aero Services International, Inc."  In
September 1999, we again changed our name to "b-Fast Corp."  b-
Fast's corporate office is located at 660 Newtown-Yardley Road,
Newtown, Pennsylvania, 18940, and its telephone number is 215-860-
5600.

We supply ground support services for general aviation aircraft
at the Harrisburg International Airport located in Middletown,
Pennsylvania.  Our facility is more commonly referred to as a
"Fixed Base Operation" or "FBO". We provide on demand "line
services" for the general aviation fleet that includes the fueling,
ground handling and storage of aircraft along with the subleasing
of hangar and office space to tenants.  In conjunction with general
aviation activities, we also provide, on a contractual basis,
ground support services for commercial airlines.  These services
primarily include fueling and de-icing.

During fiscal year 1999, b-Fast entered into several
transactions involving the auto racing industry, all of which were
anticipated to diversify the business risks associated with our
then dependency on general aviation services.  During fiscal year
2002, these transactions produced a major source of our cash flow,
amounting to $1,279,000.  During fiscal year 2003 we received
$451,000 from RTB/AS, L.L.C. ("RTB/AS"), which more than offset the
$358,000 used in operations.  During fiscal year 2004 we received
$405,000 from RTB/AS again more than offsetting the $244,000 used
in operations.  We expect a similar cash flow in fiscal 2005.

SIGNIFICANT TRANSACTIONS

During fiscal 1994, Triton Energy Corporation ("Triton") b-
Fast's then principal shareholder and creditor, sold all of the b-




                                       4


Fast indebtedness, common stock and a large portion of b-Fast's
Series A Cumulative Convertible Preferred Stock ("Series A Stock")
to Transtech Holding Co., Inc. ("Transtech").  See Item 12 for
additional information.

Transtech is a holding company owned and managed by individuals
with management experience and ownership (direct and indirect) of
other FBOs.  At the same time as the sale described in the
preceding paragraph, R. Ted Brant or after his death on June 28,
2000, the estate of R. Ted Brant (in both instances, "Brant"),
Bobby R. Adkins ("Adkins"), and Maurice Lawruk ("Lawruk") were
named directors of b-Fast (the "New Board").  At the same time,
Transtech agreed to forgive a portion of the debt ($2,723,000),
eliminate accrual of interest on the debt from b-Fast through
November 1994, and to forebear for three years collection of the
remaining $14,882,000 of principal debt to the extent that payments
would exceed 50% of b-Fast's available cash flow.

In April 1995 after a series of sales of existing FBO's
designed to improve liquidity, b-Fast purchased 100% of the stock
of Mountain State Flight Services, Inc. ("Mountain State"), a West
Virginia corporation.  Mountain State operated the sole FBO at the
Morgantown, West Virginia airport.  Brant was a shareholder and
President of Mountain State at the time of purchase.

In November 1997 we began FBO operations at Harrisburg
International Airport in Middletown, Pennsylvania under the terms
of a five year lease with the Commonwealth of Pennsylvania signed
in July of that year.  On May 1, 2002 we executed a new five year
lease with the Susquehanna Area Regional Airport Authority, a
Pennsylvania municipal authority.  Under the terms of the new lease
we have relocated our FBO to a better location on the airport and
into a larger facility.

During 1998, we began exploring investments in other business
opportunities not related to the aviation industry.  To this end,
b-Fast, together with Brant, formed a limited liability company
named RTB/AS, L.L.C. in January 1999.  The purpose of this company
is to invest in the auto racing industry. We own a 99% interest in
RTB/AS and Brant owns a 1% interest with 100 % voting rights.  As
of October 1, 2001, our investment in RTB/AS is being accounted for
using the equity method.

During 1998, the Board approved a $500,000 line-of-credit,
increased to $1,500,000 as of March 1, 1999, and further increased
to $1,800,000 in May, 1999, for Brant Motorsports, Inc. ("Inc.")
a venture involved in the auto-racing business which promoted race
cars and sold advertising.  The interest rate on the line of credit
is prime less 1%.  Inc. is owned 100% by Brant.  (See, "Item 12 -
Certain Relationships and Related Transactions" for additional
information.)  At September 30, 1999, management determined that
all amounts due on the line of credit, outstanding interest and
additional advances made to Inc. were not collectible.  Therefore,
we have reserved amounts totaling $1,911,000 as of September 30,
1999.

In June 1999, we acquired a 50% non-voting interest in Brant
Motorsports, LLC, ("LLC"), a Delaware limited liability company,
with Brant owning a 50% voting interest.  In January 2000, as part
of a restructuring of its operations and finances, Inc. transferred
all of its assets and liabilities to LLC.  The transfer offered an
opportunity for us to collect on the indebtedness of Inc.  In
connection with the transfer of the indebtedness from Inc. to LLC,
Inc. obtained relief from us from collection on all amounts
outstanding.  However, in recent years the project of getting a
racetrack built by LLC has continued forward slowly and we advanced
additional amounts to pay for consulting services on behalf of LLC.
 These advances were also reserved, and the reserved amounts total
$2,343,000 at September 30, 2004.

On March 11, 1999 we sold our FBO at Chicago's Midway Airport
to Atlantic Aviation Flight Support, Inc. for $17,750,000 plus the
assumption of certain debt of approximately $1,012,000.  During
1999, b-Fast contributed $9,875,000 to RTB/AS from the proceeds of
this sale.  RTB/AS acquired an After Tax Economic Interest ("ATEI")
in Brant's 30% ownership interest in an auto racing entity for
$4,275,000.

On June 28, 2000, Brant died unexpectedly.  On July 11, 2000,
Lawruk was elected Chairman of the Board to replace Brant.  Also,
on the same date, the Board elected Adkins as President and Chief
Executive Officer and appointed Richard W. Brant, MD, the son of
Brant, as a Director.



                                       5



On October 31, 2000, we sold our FBO at Morgantown, West
Virginia to the City of Morgantown for $150,000 and the release of
b-Fast from certain obligations to that City.  Even as the only FBO
on this airport, the traffic volume at this airport made it
difficult for the FBO to be consistently profitable.

BUSINESS OF ISSUER

We supply ground support services to corporate and other
general aviation aircraft at an FBO located at the Harrisburg
International Airport, in Middletown, Pennsylvania.  We provide
line services, subcontracts maintenance and repairs of aircraft,
and leases hangar space to various tenants.  We also provide ground
support services (including fueling) to commercial airlines, air
freight carriers and overnight courier services.  Over the past
several years we entered into certain transactions that are
directly and indirectly related to motorsports and auto racing.
 These transactions yielded a substantial portion of our cash flow
in the last fiscal year.

Line Services

Line services are ground support services that facilitate the
day-to-day operation of aircraft.  The primary line services we
render are aircraft fueling, handling, cleaning, towing, tie-down
and aircraft hangar storage.  In connection with these services,
we provide amenities for the passengers and crews of the aircraft,
such as passenger and pilot lounges, flight planning assistance and
weather information facilities, conference facilities, arranging
of travel and hotel accommodations, aircraft catering and ground
transportation.

Our line service customers are primarily owners and operators
of corporate aircraft, including those based at our Harrisburg
facility and others that are transient.  The business of providing
line services is highly competitive.

Hangar Leasing

We lease hangar and ramp (tie down) space to customers whose
aircraft are based at our Harrisburg facility and to various
aviation related businesses.  Leases of hangar space vary in
duration and are most often associated with line service customers
who operate corporate and private aircraft.

Commercial Airline Services

Commercial airline ground support services are provided to
airlines and regional air carriers on a contractual basis at the
Harrisburg FBO.  Services provided include aircraft fueling and de-
icing.  In commercial airline fueling, we receive a fee for
transporting fuel owned by the airline from a storage facility and
pumping the fuel into the airline's aircraft.

SUPPLIES

48% of our sales during the fiscal year ended September 30,
2004 was derived from the sale of fuel.  The availability of an
adequate supply of fuel, particularly jet fuel, is critical to our
operations.  In order to develop a more stable fuel supply
arrangement, we entered into a fueling agreement with Avfuel
Corporation beginning in October 1998.  Management believes that
our present allocations of fuel and other supplies are adequate to
meet overall demand for the foreseeable future.  Supplies could be
interrupted, curtailed or allocated to other providers of fuel
services for a variety of reasons, including, but not limited to,
a refinery shutdown, severe weather or war.

RESEARCH AND DEVELOPMENT:  NEW PRODUCTS

The nature of our business is service related with no amounts
of money devoted to research and development or new products.





                                       6






ENVIRONMENTAL PROTECTION

Our business operations previously involved the storage,
handling and sale of aviation fuel utilizing underground storage
tanks ("USTs") at various facilities, most recently being the FBO
at Chicago that was sold in March 1999.  The FBO at Harrisburg
International Airport uses above ground storage tanks.  While these
tanks also may leak or otherwise bend to environmental issues,
identification of a problem generally is easier, given the tank is
not below ground.  In general however, our operations are subject
to a number of federal, state and local environmental laws and
regulations, that govern the use of hazardous substances, including
the storage and sale of aviation fuels, and also including
regulations of USTs.

While b-Fast believes that all EPA problems have been
identified and where required adequately provided for in its
financial statements, we realize that additional and potentially
substantial environmental liabilities may arise in the future.  We
do not anticipate experiencing any competitive disadvantage because
the entire industry is subject to these regulations.  (See "Note
I. Item 3. - Commitments and Contingent Liabilities - Environmental
Matters").

We do not presently maintain insurance covering losses
associated with environmental contamination.  As of September 30,
2004, we are aware of three potential claims for environmental
contamination.  The first site involves a formerly operated
facility in North Carolina where we may be liable (jointly with
others) for cleanup of a fuel farm.  Our liability in the matter
is limited to $47,000.  The second claim involves a site (sold in
June 1988) in Wisconsin where we believe we have substantially
completed the cleanup and are in the process of reaching closure.
 Costs of the Wisconsin cleanup are substantially borne by a Trust
Fund of the State of Wisconsin.  The third site involves a facility
in Illinois which was sold by us in 1999.  At the time of the sale,
we established an escrow fund of $390,000 to provide for any
cleanup which may be necessary when the fuel tanks are later
removed.  This escrow fund expired in March 2002 and $445,000 was
returned to us.  To the best of our knowledge, the fuel tanks have
not been removed as of September 30, 2004.

We may be subject to added exposure on environmental issues
either because new situations of contamination are discovered
and/or because the regulatory environment becomes more burdensome.
 Nonetheless,  we have taken reasonable steps to accurately
estimate future expenses required by compliance with environmental
regulations.  Based on all information available to date, and
further based on existing regulations, we believe we have
established sufficient accruals to meet our estimated identified
obligations.

GOVERNMENT CONTRACTS

b-Fast does not have any contracts with the Government that are
subject to renegotiation of profits.

COMPETITION

The FBO industry is highly competitive and there are in excess
of 3,500 FBOs nationwide.  Some of b-Fast's competitors are highly
experienced operators and have greater resources than we do.  The
nature of the business is such that the competition is not
necessarily confined to the same airport but extends to other
airports, due to the mobility of aircraft.

EMPLOYEES

As of September, 2004, we had 27 full-time and 3 part-time
employees.  None of our employees is represented by a union.

Item 2.  Description of Properties

b-Fast's corporate headquarters are located at 660 Newtown-
Yardley Road in Newtown, Pennsylvania.  We operate a general
aviation services facility, commonly referred to as a FBO, at




                                       7


Harrisburg International Airport under the terms of a lease
agreement with the regional airport authority.  The current lease
expires May 31, 2007.

Our other principal properties are (1) leasehold improvements,
such as hangars and fuel storage facilities; (2) equipment, such
as tugs, ground support, airplanes  and other vehicles and shop
equipment; and (3) inventories of fuel, and equipment.  We consider
that, in general, our physical properties (including machinery and
equipment) are well maintained, in good operating condition and
adequate for their purposes.

Item 3.  Legal Proceedings

	We are aware of only one legal action against us.  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 us.  Such claims could be
asserted against us at some point in the future.  It is not
uncommon for us to encounter litigation that arises as a result of
our business operations.

	From December 1994 through December 1996, b-Fast received
quarterly 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.  We 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 our appeals and
sustained the Assessments, together with penalties and interest.
 We 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 $2,267,237.  There have been discussions with
collections representatives from the State of New York to resolve
the claim.  We are unable to predict whether there is an
opportunity to compromise the liability.

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

An annual meeting of shareholders was held on August 27, 2004
in Harrisburg, Pennsylvania for the purposes of electing directors
and ratifying the appointment of WithumSmith+Brown, P.C. as the
independent accountant for b-Fast.  All of the current directors
were re-elected for a one year term and the appointment of
WithumSmith+Brown, P.C. was ratified.

An annual meeting of shareholders was held on September 23,
1999 in Harrisburg, Pennsylvania for the following purposes:  to
elect directors; to ratify the amendment to the Articles of
Incorporation to increase the authorized Common Stock from 15
million to 60 million shares; to ratify the exchange of all of the
issued and outstanding Series A Stock into Common Stock at a rate
of eight shares of Common Stock for each share of Series A Stock
for every holder other than Transtech, and four shares of Common
Stock for each share of Series A Stock held by Transtech; to ratify
the issuance of 12,507,000 shares of Common Stock, in consideration
of the forgiveness by Transtech of $6,253,5000 of indebtedness owed
to Transtech by b-Fast; and to ratify the change in our name from
Aero Services International, Inc. to b-Fast Corp.

b-Fast has yet to implement the exchange of the Series A Stock;
and the issuance of the shares of Common Stock in consideration or
the forgiveness of indebtedness by Transtech (collectively, the
"Proposals") approved by the shareholders at that meeting. We do
not currently have sufficient registered Common Stock to effect the
Proposals.  We plan to effect the registration of additional shares
of Common Stock as soon as possible.  (See, "Note C - Going
Concern.")






                                       8





PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

(a)  PRICE RANGE OF COMMON STOCK

Our Common Stock is traded in the "pink sheets" under the
symbol BFTC.

The following table sets forth the high and low bid prices of
the common stock for the periods indicated. The bid prices
represent inter-dealer quotations, without retail mark-ups,
mark-downs or commissions, and may not represent actual
transactions.

                                                    COMMON

                                              HIGH           LOW

Fiscal Year 2004:
  First Quarter                              .02             .006
  Second Quarter                             .025            .009
  Third Quarter                              .025            .009
  Fourth Quarter                             .02             .01

Fiscal Year 2003:
  First Quarter                              .07             .02
  Second Quarter                             .15             .02
  Third Quarter                              .05             .01
  Fourth Quarter                             .015            .01

(b)  APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS

As of September 30, 2004 there were approximately 583 record
holders of the Common Stock.  Included in the number of
stockholders of record are stockholders who have chosen to have
their shares held in "nominee" or "street" name.  We do not know
how many additional shareholders are so represented.

(c)  DIVIDENDS

Dividends on the Series A Stock are cumulative from the date of
issue and payable quarterly, except in certain circumstances as
defined in the articles of incorporation.  Under b-Fast's current
circumstances, we are not required or may not pay such dividends
on Common Stock or Series A Stock.  Additionally, a credit facility
with an affiliate signed in December 1989 prohibits the payment of
any dividends on Common stock without the prior written approval
of the lender.  Cash dividends and certain other distributions on
Common Stock are also prohibited unless all accrued dividends on
the Series A Stock have been paid.  Therefore, we have not paid
cash dividends on its Series A Stock or Common Stock.  We do not
anticipate that we will pay any cash dividends in the foreseeable
future.




                                       9



Item 6.  Management's Discussion and Analysis or Plan of Operation

Results of Operations

The following table presents, as a percentage of net sales,
certain selected financial data for the Company for the periods
indicated.

                                                        YEAR ENDED
                                                      SEPTEMBER 30,

                                                   2004                 2003

Net Sales                                         100.0%               100.0%
Cost of Sales                                      40.6                 41.3
Departmental costs                                 53.9                 56.8
Administrative costs                               13.1                 16.0
Equity in income of unconsolidated subsidiary      (3.8)                (6.6)
Interest expense                                   19.8                 22.9
Other income (expense)                              0.4                 (0.1)
Net loss                                          (23.2)               (30.5)

The results of operations are presented for the years ended
September 30, 2004 and 2003.  Income and expenses not directly
related to Harrisburg are shown as Corporate.

                                            September 30, 2004
                                      (Dollar amounts in thousands)

                                          HARRISBURG    CORPORATE      TOTAL

NET SALES                                  $3,965      $    154       $ 4,119

COSTS AND EXPENSES
Cost of Sales                               1,583            90         1,673
Departmental Costs                          1,638           582         2,220
Administrative Costs                           90           449           539
Income (Loss) from
  operations                               $  654       $  (967)      $  (313)

                                           September 30, 2003
                                       (Dollar amounts in thousands)

                                          HARRISBURG       CORPORATE    TOTAL

NET SALES                                  $3,691  $          -       $ 3,691

COSTS AND EXPENSES
Cost of Sales                               1,525             -         1,525
Departmental Costs                          1,618           480         2,098
Administrative Costs                           90           499           589
Income (Loss) from
  operations                               $  458         $(979)       $ (521)






                                       10









Comparison of the Years Ended September 30, 2004 and 2003

Sales for the year ended September 30, 2004 increased by
$428,000 from net sales for the year ended September 30, 2003.  All
sales with the exception of aircraft charter sales of $154,000,
were generated by the Harrisburg FBO.  Fuel sales to general
aviation decreased $121,000, but military contract fuel sales
increased by $120,000.  Fees to airlines for pumping their fuel
into their aircraft increased $151,000 and sales of other services
to airlines such as deicing, ground handling, and maintenance and
fueling of their ground equipment increased $110,000.  Aircraft
charter, which began in December 2003, produced sales of $154,000.

	Cost of sales as a percentage of sales decreased 0.7% in fiscal
2004, a result of a changing sales mix.

	Departmental costs increased $122,000 in fiscal year 2004.  The
three largest increases were $100,000 in maintenance and repairs
to the charter aircraft; $74,000 in real estate rent resulting from
expanding hangar space and the annual increase; and $39,000 in
salaries and benefits, all of which was due to increased health
insurance costs.  The two largest decreases were insurance expense
of $48,000, a result of changing insurers; and $34,000 in the rent
of line equipment, a result of leasing two less fuel trucks.

Administrative costs decreased $50,000.  An increase of $59,000
in bad debt expense, of which $56,000 was related to advances to
LLC, was offset by a reduction in legal fees of $53,000, travel
expenses of $32,000, and director fees of $15,000.

Equity in income of unconsolidated subsidiary of $159,000 is
our share of the earnings of RTB/AS, as recorded using the equity
method.

Interest expense decreased $28,000 during fiscal 2004.
Affiliate interest expense decreased $18,000 and other interest
expense decreased by $10,000.

Liquidity and Capital Resources

During fiscal 2004, the return on our auto racing industry
investment provided $405,000, more than offsetting the $244,000
used in operations.  For the year, cash provided by investing
activities was exceeded by cash used in operations and financing
activities by $21,000 leaving us with $32,000 at September 30,
2004.  Distributions from RTB/AS were used during 2004 to maintain
liquidity, and we expect the same to occur in fiscal 2005.  Our
working capital deficit increased by $745,000 to ($26,594,000).
 Current assets increased by $33,000 primarily due to a $38,000
increase in accounts receivable.  Current liabilities increased
$778,000, with interest due affiliate increasing by $771,000.

The accompanying financial statements have been prepared
assuming that b-Fast will continue as a going concern.  As
discussed in "Note C -- Management's Plans," b-Fast has sustained
a net loss of $955,000 for the year ended September 30, 2004, and
has deficiencies in working capital and stockholders' equity of
$26,594,000 and $24,272,000 respectively, at September 30, 2004,
all of which raise substantial doubt about its ability to continue
as a going concern.

Management's plans consist of the following:

	We continue to explore investments in other business
opportunities not related to the aviation industry.  To this end,
b-Fast, in conjunction with Brant formed RTB/AS in January, 1999.
 The purpose of this company is to invest in the auto racing
industry.  During fiscal 1999 we made a capital contribution
totaling $9,875,000.  As part of the RTB/AS transaction, RTB/AS
purchased an ATEI in Brant's 30% ownership interest in an auto
racing entity.  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.  Upon
Brant's death on June 28, 2000, his 30% ownership in the auto
racing entity became part of the R. Ted Brant estate as did his
partnership interest in RTB/AS.  By the end of December 2002, the
estate was settled and the ownership passed to his widow, Kathryn
Brant.  We received $451,000 of cash distributions from RTB/AS




                                       11





during fiscal 2003 and $405,000 during fiscal 2004 for which we
reduced our investment account accordingly.  The distributions from
RTB/AS represent a substantial portion of b-Fast's cash flow.

	The shareholders have authorized the issuance of additional
shares of common stock, no par value, in consideration of the
forgiveness by Transtech of $6,253,000 of indebtedness owed to
Transtech by the Company.  The Company currently does not have
sufficient registered common stock to effect this proposal and
therefore has not yet implemented it.  The Company also plans to
exchange the Company's Series A Cumulative Convertible Preferred
Stock into Common Stock , no par value, at a rate of eight shares
of Common Stock for every one share of Preferred Stock for every
holder other than Transtech Holding Company, Inc., and four shares
of Common Stock for every one share of Preferred Stock for
Transtech.

	The net loss for fiscal 2004 was $955,000.  Cash flows used in
operating activities amounted to approximately $244,000.  Cash
provided by investing activities was $389,000 during fiscal 2004.
 Return on investments in unconsolidated subsidiary of $405,000 was
reduced by the purchase of $16,000 of property and equipment.  Cash
used in financing activities was $166,000 during fiscal 2004,
primarily for the principal payments of notes payable-other of
$164,000.

Off-Balance Sheet Arrangements

	There are no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the
Company's financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.

Application of 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.  While the Company owns
99% of the equity, it has no voting stock, and therefore does not
control the entity.  However, 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






                                       12








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.

Risks Related to Our Business

	We operate the FBO portion of our business in a highly
competitive environment.  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; 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 continued cash flow from our investment in RTB/AS is dependent
on the continued strong public support of auto racing and the
resulting purchases of racing souvenirs such as model cars, hats
and jackets.

Impact of Inflation

We do not believe that inflation has had any material impact
upon our business or operations as we have generally been
successful in passing along normal inflationary increases in costs
to its customers.  Unusual or excessively large increases in the
price of fuel could also be passed along, subject to certain
competitive situations, but overall demand would likely be reduced.

Environmental Issues

During fiscal 2004 and 2003, we incurred minor clean-
up/remediation expenses in complying with regulations.  At
September 30, 2004, our financial statements include accruals of
$104,000 for expected future clean-up/remediation costs for
existing known liabilities.

	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 $390,000 and 50%
of the next $390,000, for a maximum of $585,000.  There have been
no remediation expenses incurred to date, and we have no knowledge
if and when any will be incurred.

Recent Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board
issued Interpretation on No. 46 (R) "Consolidation of Variable
Interest Entities." FIN No. 46 (R) 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 (R) 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 no
later than the first reporting period beginning after December 15,
2004, to VIE's in which an enterprise holds a variable interest that
it acquired before February 1, 2003.  FIN No. 46 (R) applies to
public enterprises as of the beginning of the applicable interim or
annual period.  The adoption of FIN No. 46 (R) is not expected to
have a material impact on the Company's consolidated financial
position, liquidity, or results of operations.








                                       13









In December 2004, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards 153, "Exchanges
of Nonmonetary Assets" - an amendment of APB Opinion No. 29 ("FAS
No. 153"). This statement amends APB Opinion No. 29 to eliminate
the exception for nonmonetary exchanges of similar productive
assets and replaces it with a general exception for exchanges of
nonmonetary that do not have commercial substance.  A nonmonetary
exchange has commercial substance if the future cash flows of the
entity are expected to change significantly as a result of the
exchange.  The adoption of FAS No. 153 is not expected to have a
material impact on the Company's consolidated financial position,
liquidity, or results of operations.
Item 7.  Financial Statements
The response to this item is submitted as a separate Section
(S - Pages) of this report.

Item 8.  Changes In and Disagreements With Accountants on
             Accounting and Financial Disclosure

	None.

Item 8A.  Controls and Procedures

(a)  CEO/CAO Conclusions about the Effectiveness of the
Disclosure Controls and Procedures.  As
       required by Rule 13a-15(b), management, including our
CEO and CAO, conducted an evaluation
       as of the end of the period covered by this Report, of
the effectiveness of our disclosure controls
       and procedures.  Based on that evaluation, our CEO
and CAO concluded that our disclosure
       controls and procedures are effective to provide
reasonable assurance that the disclosure controls
       and procedures will meet their objectives.

(b) Changes in internal controls.  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.

Item 8B.  Other Information

	None.






                                       14














PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons:
  Compliance with Section 16(a) of the Exchange Act.

The Executive Officers and Directors of b-Fast are as follows:

Name                           Age                             Position

Maurice R. Lawruk (3)           73                Chairman of the
                                                  Board of Directors,
                                                  and Director

Bobby R. Adkins (1) (2) (3)     58                President and Chief Executive
                                                  Officer and Director

Alice F. Buford (2)             55                Director

James R. Affleck, Jr. (1)       64                Director and
                                                  Vice President,
                                                  Assistant Treasurer, and
                                                  Assistant Secretary

Richard W. Brant, M.D.          34                Director

Paul R. Slack                   64                Chief Accounting
                                                  Officer, Controller,
                                                  Treasurer and
                                                  Secretary

(1) Member of the Human Resources Committee
(2) Member of the Audit Committee
(3) On January 18, 2005 Mr. Lawruk resigned from the Board of
Directors and Bobby R. Adkins was elected as Chairman of the
Board to replace Mr. Lawruk.

The Company has an Audit Committee of the Board of Directors,
which supervises the audit and financial procedures of the Company.
 The members of the Audit Committee are Bobby R. Adkins and Alice
F. Buford.  The Company's Audit Committee does not have a member
that qualifies as a financial expert under the federal securities
laws.  Each of the members of the Audit Committee have been active
in the business community and have broad and diverse backgrounds
and financial experience.  The Company believes that the current
members of the Audit Committee are able to fully and faithfully
perform the function of the Audit Committee and that the Company
does not need to install a financial expert on the Audit Committee.

Code of Business Conduct and Ethics

	The Company has not adopted a code of ethics that applies to
its principal executive officer and principal accounting officer
(controller) and persons performing similar functions.

	In light of the fact that the Company's Chief Executive Officer
acts as the Company's principal executive officer and the
relatively small number of persons employed by the Company, the
Company did not previously adopt a formal written Code of Business
Conduct and Ethics.






                                       15





Except for directors elected by the Board to fill vacancies,
all of the directors are elected at the Annual Meeting and hold
office for a period of one year or until successors are elected and
qualified.  All of the above named directors, were elected at the
August 27, 2004 Annual Shareholders Meeting.

The officers are the Chief Executive Officer, President,
Secretary, Chief Accounting Officer, Treasurer, and such other Vice
Presidents as are elected by the Board.  All of the officers are
elected by the Board and serve at the pleasure of the Board.

Maurice A. Lawruk was elected to the Board on May 20, 1994.
 Mr. Lawruk is Vice President of Valley Air and is on the Board of
Directors of Transtech.  Mr. Lawruk also serves as Chairman of the
construction company which he founded in 1967.  Mr. Lawruk
previously served for eight years on the Pennsylvania Industrial
Development Authority.  On July 11, 2000, Mr. Lawruk was elected
Chairman of the Board of Directors to replace Brant.  He resigned
from the Board on January 18, 2005.

Bobby R. Adkins was elected to the Board on May 20, 1994.  He
was appointed as Chief Operating Officer in November 1995, a
position formerly held by Wallace Congdon.  Mr. Adkins is a member
of the Board of Directors and the Vice President Operations of
Transtech, and has served as Secretary and Treasurer of Valley Air
Services, Inc. ("Valley Air") since 1989.  Mr. Adkins holds
Associate degrees in Accounting, Business Administration, and Law
Enforcement, and is a licensed commercial pilot and certified
flight instructor.  On July 11, 2000, Mr. Adkins was elected
President and Chief Executive Officer to replace Brant. The
position of Chief Operating Officer vacated by Mr. Adkins was not
filled.  Mr. Adkins was elected Chairman of the Board on January
18, 2005 to replace Mr. Lawruk.

Alice F. Buford was elected to the Board on September 3, 1998.
 Ms. Buford is Secretary/Treasurer and fifty percent owner in a
real estate development/management company, Appalachian Properties,
Inc.  Ms.  Buford is also a shareholder and Secretary of Valley
Air, and is a shareholder of Transtech.

James R. Affleck, Jr. was appointed Assistant Treasurer in May
1994, and in March 1997 he was appointed Assistant Secretary and
Vice-President.  In August 1998 the members of the Board elected
him as a director.  Mr. Affleck's duties involve general oversight
of cash management, insurance, human resources and benefit programs
and investor relations.

Richard W. Brant, MD was appointed to the Board on July 11,
2000.  Dr. Brant received both a Bachelor of Arts and Doctor of
Medicine degree from West Virginia University.  He is a partner and
managing member of Brant Medical Services, LLC, a medical
consulting firm.

Paul R. Slack was named Controller in May 1989.  In
February 1991, the Board appointed Mr. Slack as Chief Accounting
Officer and Controller.  Subsequently, in November 1991 Mr. Slack
was appointed Assistant Secretary.  In May 1994, he was appointed
Treasurer and, in March 1997 he was appointed Secretary in addition
to his other offices.

Compliance with Section 16(a) of the Securities Exchange Act

	Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers and directors, and persons who own more than
10 percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission (SEC).  Officers,
directors, and greater than 10 percent stockholders are required
by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.

	To the Company's knowledge, based solely on a review of the
copies of such reports furnished to the Company, all reports under
Section 16(a) required to be filed by its officers, directors and
greater than ten-percent beneficial owners were timely filed.







                                       16




Item 10.  Executive Compensation

CASH COMPENSATION

The following table shows the cash compensation paid to or
accrued to, or for the benefit of, each of b-Fast's executive
officers whose aggregate compensation exceeded $100,000 per annum
for services rendered to us during the year ended September 30,
2004:

I.	SUMMARY COMPENSATION TABLE

                                        Annual Compensation        All Other
Name and Principal Position            Year    Salary  Bonus     Compensation
                                                 ($)    ($)           ($)

Bobby R. Adkins, President             2004    100,869   -0-          -0-
Chief Executive Officer                2003    100,485   -0-          -0-

COMPENSATION OF DIRECTORS

Directors receive an annual compensation of $12,000, plus $500 per meeting.
Fees totaling $62,000 were paid to Directors through September 30, 2004.






                                       17



III.  OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE

                         Aggregate Option/SAR Exercises in Last Fiscal Year,
                          and Fiscal Year End Option/SAR Value

				Value of Unexercised
			Number of Unexercised	In-the-Money
			Options/SARs at FY-End	Options/SARs at FY-End

               Shares Acquired    Value          Exercisable/    Exercisable/
Name		on Exercise	Realized	Unexercisable	Unexercisable

Bobby R. Adkins     -0-            -0-              0/0          $0.00/$0.00









                                       18





Item 11.  Security Ownership of Certain Beneficial Owners and
Management

The following tables set forth, as of September 30, 2004,
except as otherwise indicated, information with respect to stock
ownership of (i) each Director, (ii) each person known by b-Fast
to own beneficially more than 5 percent of the outstanding Common
Stock, (iii) each person known to us to own beneficially more than
5 percent of the outstanding Series A Stock, and (iv) all officers
and Directors as a group.  This information has been provided to
b-Fast by the persons named below.



<TABLE>

                                  <c>               <c>        <c>             <c>
                                       Amount and                 Amount of
                                       Nature of       Percent    Nature of
                                       Beneficial      of Class   Beneficial      Percent of
Name and                                Ownership      of         Ownership       Class of
Address of                             of Common       Common     of Series A     Series A
Beneficial Owner                        Stock (1)      Stock      Stock (1)       Stock (2)

Transtech Holding
Company, Inc.                        4,446,065 (3)      50.89%     103,540          71.8%
1331 12th Avenue
Suite 109
Gables Office Complex
Altoona, PA 16601

John F. Bricker (deceased)            401,038             5.0%        -                -
826 Union Street, Suite 300
New Orleans, LA 70112

Alinco S.A.                           327,990 (4)         4.1%
c/o Faust, Rabbach &
 Stanger
488 Madison Avenue
New York, NY 10022

Cesamar, S.A.                         327,990 (4)         4.1%
c/o Faust, Rabbach &
 Stanger
488 Madison Avenue
New York, NY 10022

Project Bond Limited                  327,990 (4)         4.1%
c/o Faust, Rabbach &
 Stanger
488 Madison Avenue
New York, NY 10022

All Directors and                           0 (5)         0.0%
Officers as a group


</TABLE>


(1)	Except as otherwise noted, the shareholders listed exercise
sole voting and investment power,
subject to the community  property laws where applicable.

(2)	On or about June 30, 1988, the holders of the Series A  Stock
became entitled  (pursuant to the articles of  incorporation),
voting separately as a class, to elect two directors, to serve





                                       19






on the Board in designated  positions (the "Designated
Directors") as a result of  b-Fast's failure to pay six
quarterly dividends on the  Series A Stock.  Under the articles
of incorporation, the  holders of Series A Stock cannot vote
with Common Stock for  the election of b-Fast's directors while
entitled to elect  directors to serve as Designated Directors.

(3)	During December  1998, Transtech purchased all of the  Series
A Stock previously held by Triton.

(4)	Alinco S.A., Cesamar, S.A., and Project Bond Limited  consider
themselves a "group" within the meaning of SEC  Rule 13d.

(5)	This amount does not include common stock owned by Transtech,
 whose principal owners include Maurice Lawruk and Bob  Adkins,
Chairman and President and CEO of b-Fast,  respectively, and
both Members of the Board.  All previously issued stock options
have expired.

Item 12.  Certain Relationships and Related Transactions.

EMPLOYMENT CONTRACTS

No employee had employment contracts during 2004.

RELATED PARTY TRANSACTIONS

In May 1994 Triton sold the majority of its equity in b-Fast
to Transtech.  (See "Note F - Long Term Debt-Affiliate.")  At
September 30, 2003, Transtech owned 50.9% of our common stock and
71.8% of b-Fast's preferred stock.  b-Fast is also indebted to
Transtech in the amount of $14,882,400, in the form of notes that
were purchased from Triton.  During Fiscal 2004, we made payments
of $16,000 on these loans, and $772,000 of interest expense was
recorded against these loans of which none was paid.  During fiscal
year 2003, we made no payments on these loans, and $790,000 of
interest expense was recorded against these loans of which none was
paid.  At September 30, 2004, we have $9,041,000 of accrued
interest due to Transtech recorded on the balance sheet.  On
November 7, 2003, b-Fast entered into 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, 2005 and has not been further extended.  As a
result, the principal and accrued interest on these notes have been
classified as short-term obligations at September 30, 2004.

Lawruk has guaranteed repayment of b-Fast's debt obligation to
Cessna Corporation on its 1979 Beechcraft King Air 200 airplane,
which was acquired in March 2001.

Brant, Lawruk and their respective spouses have guaranteed
repayment of b-Fast's debt obligation to Avfuel Corporation, b-
Fast's fuel dealer.  The amount of the obligation was $48,000 at
September 30, 2004.

During fiscal year 1998, the Board approved a $500,000 line-of-
credit, later increased to $1,500,000 in March 1999, and to
$1,800,000 in May 1999, for Inc., whose principal was Brant.  The
interest rate on the line of credit is prime less 1%.  Inc. is
pursuing an opportunity to potentially develop a NASCAR racetrack,
exhibition site and sales facility (the "Project").  Inc. had an
exclusive option to potentially develop the Project near the
Pittsburgh International Airport.  This option expired on
December 31, 2001.  Inc. is also evaluating other locations
including but not limited to Youngstown, Ohio in which to
potentially develop the Project.  Retroactive to January 2000,
Inc., transferred all of its assets, liabilities and rights
relating to the Project to LLC under an assignment agreement dated
October 2001.  b-Fast acquired a 50% non-voting ownership interest
in LLC in June 1999.  Brant held a 50% voting interest.  Given the
significant losses incurred and the financial condition of Inc.
management had determined that all amounts due from Inc. under the
line of credit, for interest and additional advances were not
collectible.  As a result, we charged administration costs for
$1,911,000 during fiscal year 1999.  In fiscal 2001 and 2000, we
made additional advances of $111,000 and $127,000, respectively in
connection with the Project.  Given the continued losses and the










                                       20






financial condition of Inc. management had determined that the
additional advances were not collectible.  As a result, b-Fast
charged administration costs for $111,000 and $127,000
respectively, during fiscal years 2001 and 2000.  However, in
recent years the project of getting a racetrack built by LLC has
continued forward slowly and we advanced additional amounts to pay
for consulting services on behalf of LLC.  These advances were also
reserved, and the reserved amounts total $2,343,000 at September
30, 2004.

	As of September 30, 2004, the Company has a payable to RTB/AS
in the amount of $132,000 included on the balance sheet in accrued
expenses-other.

	 See Note B to the consolidated financial statements -
Significant Transactions and Note G to the consolidated financial
statements - Financing Arrangements for additional related party
transactions.

For the year ended September 30, 2004 RTB/AS paid management
fees in the amount of $29,498 to the Company's Chief Executive
Officer and Director Bobby Ray Adkins.

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

(a)  Exhibits.  See Index of Exhibits annexed hereto.

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

Item 14.  Principal Accountant and Fees

Independent Auditor Fees

	Fees for professional services provided by the Company's
independent auditors, WithumSmith+Brown, P.C., for the years ended
September 30, 2004 and 2003 are as follows:

                  2004                   2003
Audit fees       $53,000               $44,800
Tax fees           5,500                 5,500
All other fees         -                 2,155
Totals           $58,500               $52,455

Audit Fees

	Audit fees consist of fees relative to the audit of the
Company's year-end financial statements and review of the Company's
quarterly reports on Form 10-QSB.

Tax Fees

	Tax fees consist of fees relative to preparation of the
Company's consolidated United States federal and state tax returns
in 2003 and 2002.

Audit Committee Pre-Approval Policy

	It is the policy of the Company's audit committee to approve
all engagements of the Company's independent auditors to render
audit or non-audit services prior to the initiation of such
services.






                                       21

Pursuant to the requirements of the Securities Exchange Act of
1934, this report is signed below by the following persons in the
capacities and on the dates indicated.

Signature                        Title                               Date



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



/s/ Paul R. Slack
Paul R. Slack            Chief Accounting Officer                June 15, 2005
                         And Controller


/s/ James R. Affleck, Jr.
James R. Affleck, Jr.    Director                                June 15, 2005



/s/ Alice F. Buford
Alice F. Buford          Director                                June 15, 2005



/s/ Richard W. Brant, M.D.
Richard W. Brant, M.D.  Director                                 June 15, 2005














                                       22





                             b-FAST CORP.
                           AND SUBSIDIARIES
                             Form 10-KSB
                                Item 7

Index of Financial Statements



The following consolidated financial statements of the Company
and its subsidiaries required to be
included in Item 7 are listed below:

                                                                       Page

Report of Independent Registered Public Accounting Firm                S-2

Consolidated Balance Sheet at                                          S-3
September 30, 2004

Consolidated Statements of Operations                                  S-5
	for the years ended September 30, 2004
and 2003

Consolidated Statements of                                             S-6
Stockholders' Deficiency for the years
ended September 30, 2004 and 2003

Consolidated Statements of Cash Flows                                  S-7
for the years ended September 30, 2004
and 2003

Notes to Consolidated Financial Statements                             S-9











                                       S-1





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




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

We have audited the accompanying consolidated balance sheet of
b-Fast Corp. and Subsidiaries as of September 30, 2004, and the
related consolidated statements of operations, stockholders'
deficiency and cash flows for the years ended September 30, 2004
and 2003.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position
of b-Fast Corp. and Subsidiaries as of September 30, 2004, and the
consolidated results of their operations and their cash flows for the
years ended September 30, 2004 and 2003 in conformity with accounting
principles generally accepted in the United States of America.

As discussed in Note D to the consolidated financial statements, an
error was discovered by management of the Company during the current
year which effected the Company's accumulated deficit balance as of
September 30, 2002.  Accordingly, the 2002 Consolidated Statement of
Stockholder's Deficiency has been restated to correct for this error.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As more fully
described in Note C to the consolidated financial statements, the
Company has a working capital deficit of $26,594,000 and a
stockholders' deficiency of $24,905,000 as of September 30, 2004.
These conditions raise substantial doubt about the Company's ability
to continue as a going concern.  Management's plans in regard to
these matters are also described in Note C.  The financial statements
do not include any adjustments that might result from the outcome of
this uncertainty.






/s/WithumSmith+Brown, P.C.
Princeton, New Jersey
November 16, 2004









                                       S-2





                                   b-Fast Corp. and Subsidiaries
                                     CONSOLIDATED BALANCE SHEET
                                        September 30, 2004

(Dollar amounts in thousands)

ASSETS

CURRENT ASSETS
Cash                                                                    $  32
Customer receivables, less allowance for
doubtful accounts of $25                                                  327
Inventories                                                                20
Prepaid expenses and other current assets                                 129


TOTAL CURRENT ASSETS                                                      508


PROPERTY AND EQUIPMENT
Transportation equipment                                                1,576
Machinery and equipment                                                   107
Furniture and fixtures                                                     45
Leasehold improvements                                                     38

                                                                        1,766
Less:  Accumulated depreciation
    and amortization                                                      624

PROPERTY AND EQUIPMENT, NET                                             1,142


OTHER ASSETS
Equity in unconsolidated subsidiary                                     5,883

TOTAL ASSETS                                                           $7,533







The accompanying notes are an integral part of these consolidated statements.




                                       S-3




                                b-Fast Corp. and Subsidiaries
                             CONSOLIDATED BALANCE SHEET - CONTINUED
                                       September 30, 2004

(Dollar amounts in thousands)

LIABILITIES

CURRENT LIABILITIES
Short term borrowings                                               $      29
Current maturities of long term debt-affiliate                         14,867
Current maturities of long term debt-other                                176
Accounts payable-trade                                                    204
Accrued expenses
        Affiliate interest                                              9,041
Fuel taxes                                                                850
Interest and penalties - fuel taxes                                     1,427
Other                                                                     508

TOTAL CURRENT LIABILITIES                                              27,102

LONG TERM OBLIGATIONS, less current maturities                            935

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
(liquidation preference - $4,401)                                       4,401

STOCKHOLDERS' DEFICIENCY
Preferred stock - authorized, 1,000,000 shares
of no par value, 500,000 shares 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                                              3,643
Accumulated deficit                                                   (39,016)
                                                                      (24,668)

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

TOTAL STOCKHOLDERS' DEFICIENCY                                        (24,905)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                     $    7,533




The accompanying notes are an integral part of these consolidated statements.





                                       S-4










                               b-Fast Corp. and Subsidiaries
                            CONSOLIDATED STATEMENTS OF OPERATIONS
                         For the years ended September 30, 2004 and 2003

(Dollar amounts in thousands, except per share amounts)

                                                           2004           2003

NET SALES                                              $  4,119        $ 3,691

COSTS AND EXPENSES
Cost of sales                                             1,673          1,525
    Departmental costs                                    2,220          2,098
Administrative costs                                        539            589

                                                          4,432          4,212

LOSS FROM OPERATIONS                                       (313)          (521)

Equity in income of unconsolidated subsidiary               159            243
Interest expense - affiliates                              (772)          (790)
Interest expense - other                                    (44)           (54)
Other income (expense), net                                  15             (4)

NET LOSS                                                   (955)        (1,126)

Preferred dividends                                        (138)          (138)

Net loss applicable to common stockholders		 $(1,093)	$(1,264)


Net loss per share applicable to common stockholders:
Basic and Dilutive                                     $    (.14)      $   (.16)

Weighted average shares outstanding:
Basic and Dilutive                                     7,998,052      7,998,052





The accompanying notes are an integral part of these consolidated statements.












                                       S-5




b-Fast Corp.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
For the years ended September 30, 2004 and 2003

(Dollar amounts in thousands)

<TABLE>

                                                                    Additional
                             Series B                               Paid-In          (Accumulated    Treasury Stock
                          Preferred Stock       Common Stock        Capital           Deficit)       Shares  Amount       Total
                          Shares    Amount     Shares    Amount

                         <c>      <c>       <c>        <c>        <c>               <c>           <c>      <c>         <c>
Balance at
September 30, 2002
as previously reported       -       $   -     8,070,052  $10,705    $3,919            $(36,302)      72,000 $(237)       $(21,915)
Correction of error          -           -             -        -         -                (633)           -     -            (633)

Balance at
September 30, 2002,
restated                     -           -     8,070,052   10,705     3,919             (36,935)      72,000  (237)        (22,548)

Dividends on
preferred stock              -           -             -        -      (138)                  -            -     -            (138)


Net loss                     -           -             -        -         -              (1,126)           -     -          (1,126)


Balance at
September 30, 2003           -           -     8,070,052   10,705      3,781            (38,061)      72,000  (237)        (23,812)

Dividends on
preferred stock              -           -             -        -       (138)                 -            -     -            (138)


Net loss                     -           -             -        -          -               (955)           -     -            (955)




Balance at
September 30, 2004           -      $    -     8,070,052  $10,705      $3,643          $(39,016)      72,000 $(237)       $(24,905)




</TABLE>



The accompanying notes are an integral part of these consolidated statements








                                       S-6








                                        b-Fast Corp. and Subsidiaries
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                              For the years ended September 30, 2004 and 2003

                                                 (Dollar amounts in thousands)

                                                           2004           2003

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                                  $(955)      $(1,126)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization                               144           144
Equity in income of unconsolidated subsidiary              (159)         (243)
Change in assets and liabilities:

(Increase) decrease in accounts receivable                  (38)           18
(Increase) decrease in inventory                             (8)           16
(Increase) in prepaid expenses and other current assets      (8)           (3)
Increase in accounts payable-trade                           14            37
(Decrease) increase in accrued expenses                      (5)            9
Increase in accrued interest - affiliate                    771           790

Net cash used in operating activities                      (244)         (358)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                           (9)          (25)
Return of investments in unconsolidated subsidiary          405           451

Net cash provided by investing activities                   396           426








The accompanying notes are an integral part of these consolidated statements.






                                       S-7

                                       b-Fast Corp. and Subsidiaries
                              CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                                For the years ended September 30, 2004 and 2003

                                          (Dollar amounts in thousands)

                                                           2004           2003

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short term borrowings                      $    8       $     21
Principal payments of long term debt-affiliate              (16)           (18)
Principal payments of notes payable-other                  (165)          (166)

Net cash used in financing activities                      (173)          (163)

Net decrease in cash and cash equivalents                   (21)           (95)
Cash and cash equivalents at beginning of year               53            148

Cash and cash equivalents at end of year                 $   32         $   53


Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest                                                 $   44         $   98


Supplemental Schedule of Non-cash Investing and Financing
Activities
Dividends on the Company's preferred stock were accrued in the
amount of $138 in 2004 and 2003.

The Company financed $7 of additions to property and equipment with
proceeds from borrowings in 2004.






The accompanying notes are an integral part of these consolidated statements.









                                       S-8








(Dollar amounts in thousands)

NOTE A - NATURE OF BUSINESS

b-Fast Corp. (the "Company" or "b-Fast"), supplies ground support
services for general aviation aircraft at one airport located in
Harrisburg, Pennsylvania, with its facility more commonly referred
to as a "Fixed Base Operation" or "FBO."  b-Fast provides on demand
"line services" for the general aviation fleet that includes the
fueling, ground handling and storage of aircraft along with the
subleasing of hangar space to tenants.  In conjunction with its
general aviation activities, b-Fast also provides, on a contractual
basis, ground support services for commercial activities, which
primarily include fueling and de-icing.

As discussed below in Note B - Significant Transactions, the
Company has entered into certain transactions involving the auto
racing industry.

NOTE B - SIGNIFICANT TRANSACTIONS

On March 11, 1999, the Company sold its FBO at Chicago's Midway
Airport for $17,750.  As described below, substantially all of the
net proceeds were used to fund various transactions entered into
by the Company and its then Chairman and Chief Executive Officer
R. Ted Brant ("Brant") who died in June 2000:

BRANT MOTORSPORTS, INC.

During 1999 and 1998, the Company advanced monies under a line
of credit agreement up to $1,800 to Brant Motorsports, Inc.,
("Inc.").  Inc. was formed for the purpose of promoting
racecars and selling advertising.  Inc. was 100% owned by
Brant.  The interest rate on the line of credit is prime less
1%.

Inc. advanced a majority of the funds borrowed from the Company
to Brant Racing, Inc. ("Racing"), an entity owned 100% by
Brant.  Racing financed an Indy car racing team during 1999 and
1998.  The Company incurred significant losses during this
period and curtailed operations in 1999.

During 1999, Inc. advanced a portion of the funds borrowed from
the Company as well as significant amounts borrowed from a bank
to pay expenses and costs related to the development of a
NASCAR racetrack project ("the Project").  Inc. had an
exclusive option to potentially develop the project near the
Pittsburgh International Airport.  This option expired on
December 31, 2001.  Inc. is also evaluating other locations
including but not limited to Youngstown, Ohio in which to
potentially develop the project.

In June 1999, Brant and the Company formed Brant Motorsports,
LLC ("LLC").  Upon formation, Brant owned a 50% voting interest
in LLC with the Company owning a 50% nonvoting interest.
Retroactive to January 2000, Inc. transferred all of its
assets, liabilities and rights relating to the Project to LLC
under an assignment agreement dated October 2001.  The Company
accounts for LLC using the equity method.  The net realizable
value of LLC on the Company's balance sheet at September 30,
2004 is zero.

The net assets of Inc. were transferred to LLC because Inc. was
unable to satisfy its obligations under its line of credit to
the Company.  The transfer offered an opportunity for the
Company to maintain the possibility of collecting on the debt
if certain future business activities of LLC proved to be
profitable and construction of the NASCAR racetrack was
successful.  In return, Inc. obtained relief from the Company
from collection on the amount outstanding under the line of
credit.

Given the significant losses incurred and the financial








                                       S-9







condition of Inc. management determined that all amounts due
from Inc. under the line of credit, for interest and additional
advances were not collectible.  As a result, the Company
charged administration costs for $1,911 during fiscal year
1999.

In fiscal 2001 and 2000, the Company made additional advances
to Inc. of $111 and $127, respectively.  Given the continued
losses and the financial condition of Inc. management has
determined that the additional advances were not collectible.
 As a result, the Company charged administration costs for $111
and $127, respectively, during fiscal years 2001 and 2000.
During fiscal year 2004, the Company advanced an additional $56
for expenses in connection with the project at Youngstown.
This amount has been expensed.  The consolidated balance sheet
at September 30, 2004 includes an aggregate reserve for such
advances and loans to affiliates of $2,117.

RTB/AS, L.L.C.

In March 1999, Brant entered into an agreement to purchase a
30% ownership interest in an auto racing entity for $9,875
principally with funds received from the sale of a majority
owned subsidiary of the Company.  In June 1999, the Company
formed RTB/AS, L.L.C. ("RTB/AS") for the purpose of making
additional 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.  During fiscal 1999, RTB/AS
advanced $9,708 to Brant.  The advances were structured as a
loan 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") 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.

RTB/AS also made additional interest free advances of $171 and
$610 during 2000 and 1999, respectively, to Brant unrelated to
his acquisition of an ownership interest in an auto racing
entity.

After Brant's death in 2000 his 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 a
additional 15%.  Subsequently, Mrs. Brant has a 23% ownership
interest in an auto racing entity at September 30, 2004.
Relating to this sale RTB/AS received $2,747 on May 1, 2003
with $1,008 of that total being a principal payment on the
$4,265 note receivable from Mrs. Brant.

As of October 1, 2001, the Company determined that while it
continued 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.

NOTE C - 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 and
commitments in the normal course of business.

At September 30, 2004, the Company had a working capital deficiency
of $26,594 and a stockholders' deficiency of $24,905.  Also, the
Company incurred a net loss of $955 in 2004.  These financial
conditions of the Company raise substantial doubt about its ability
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.  The Company is also exploring
investments in other non-related businesses, including the auto
racing industry.





                                       S-10




The Company believes that funds generated from operations,
investments, collection of advances to affiliated entities, and
existing capital reserves are insufficient to fully develop its
business plan.  The Company will have to raise additional funds,
either through debt or equity offerings, in order to implement its
business expansion and acquisition strategies. The Company has not
yet engaged professional advisors for this purpose.  If adequate
funds are not available, the Company may be required to curtail its
operations.  There can be no assurance the Company can be returned
to profitability or maintained as a going concern.

As discussed in Note G - Financing Arrangements, Note Modification,
a substantial portion of the Company's outstanding debt is due to
Transtech Holding Company, Inc. ("Transtech"), a related party.
 Historically, the Company has obtained deferrals with respect to
the payment of interest and principal on its debt to Transtech.
 The last note modification called for the recommencement of
principal and interest payments to begin on March 20, 2004.
Payments have not been made and the Company is in default of the
terms of the Note Modification, however, no demand for payment has
been made by Transtech through September 30, 2004.

The shareholders have authorized the issuance of additional shares
of common stock, no par value, in consideration of the forgiveness
by Transtech of $6,253 of indebtedness owed to Transtech by the
Company.  The Company currently does not have sufficient registered
common stock to effect this proposal.

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 D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the Company's significant accounting policies follows:

1.	Principles of Consolidation

The consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries, Beckett
Aviation, Inc., Flightmatic, Inc., Flight Charter, Inc.,
National Weather Corporation, Raleigh Durham Aviation Leasing
Company, and Aero Services, G. P.  All subsidiaries are
inactive.  All intercompany accounts and transactions have been
eliminated.

The Company accounts for its investment in 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.

2.	Inventories

Accessories, fuel, and supplies, are stated at the lower of
cost or market, with cost principally determined on a moving
average unit cost basis.

3.	Property, Equipment, Depreciation and Amortization

Property, equipment and significant improvements to existing
assets are  stated at cost.  Depreciation is provided
principally using the straight-line method over the estimated
useful lives of the assets ranging from five to seven years for
property and equipment at the time of acquisition.  Leasehold
improvements are amortized over the estimated service lives of
the improvements or the remaining lives of the respective
leases, whichever is shorter.  Maintenance and repair costs are
charged to operations as incurred.








                                       S-11









Depreciation and amortization amounted to $144 for both of the
years ended September 30, 2004 and 2003.

4.	Revenue Recognition

Revenue is recognized as goods and services are provided.

5.	Department Costs

Departmental costs are specific expenses such as salaries,
employee benefits and supplies, as well as expenditures such
as rent, real estate taxes, amortization, utilities and
insurance costs.

6.	Loss Per Common Share

The Company computes net loss per share under the provisions
of SFAS No. 128, "Earnings per Share" (SFAS 128), and SEC
Staff Accounting Bulletin No. 98 (SAB 98).

Basic net loss per share applicable to common stockholders
includes no dilution and is calculated by dividing the net loss
applicable to common stockholders by the weighted average
number of common shares outstanding for the period.  Dilutive
net loss per share applicable to common stockholders reflects
the potential dilution of securities that could share in the
net loss of the Company through the conversion of preferred
stock and is computed by dividing the net loss available to
common stockholders by the weighted average number of common
and common equivalent shares outstanding during the period.
 Equivalents, including mandatory redeemable convertible
preferred stock, were not included in diluted net loss per
share applicable to common stockholders as their effect would
be antidilutive for the years ended September 30, 2004 and
2003.

7.	Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount
of the assets may not be recoverable based on undiscounted
estimated future operating cash flows.  The amount of the
impairment recognized is the difference between the carrying
value of the asset and its fair value.  No impairment was
recognized in fiscal years 2004 and 2003.

8.	Financial Instruments and Credit Risk

The carrying amounts of financial instruments including cash,
customer receivables, accounts payable, and accrued expenses
approximate fair value at September 30, 2004, because of the
relatively short maturity of these instruments. The carrying
amount of long-term debt approximates fair value because the
Company's interest rates approximate current interest rates.
 It is impractical to determine fair value of affiliate long-
term debt as the amounts are with a related party.

The Company maintains its cash with various major financial
institutions.  At times cash amounts may exceed the FDIC
limits.  The Company limits the amount of credit exposure with
any one financial institution and believes that no significant
concentration of credit risk exists with respect to its cash
accounts.

The Company performs ongoing credit evaluations of customers,
and generally does not require collateral. The Company
maintains an allowance for losses based upon the expected
collectibility of accounts receivable.  During fiscal 2004, the







                                       S-12








Company had one customer that aggregated approximately 17% of
net sales.  During fiscal 2003 the same customer aggregated
approximately 16% of net sales.  As of September 30, 2004, one
customer accounted for 17% and one other customer accounted for
14% of the September 30, 2004 accounts receivable balance.

9.	Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period.
 Actual results could differ from those estimates.

10.	Income Taxes

The Company accounts for income taxes in accordance with SFAS
No. 109, "Accounting for Income Taxes."  Under SFAS No. 109,
the liability method is used for income taxes. Under this
method, deferred tax assets or liabilities are determined based
on the differences between the financial reporting and tax
basis of assets and liabilities and are measured using enacted
tax rates and the laws that are expected to be in effect when
the differences reverse.  A valuation allowance is provided for
deferred tax assets if it is more likely than not these items
will either expire before the Company is able to realize their
benefit, or that future deductibility is uncertain.


11.	Recent Accounting Pronouncements

In December 2003, the Financial Accounting Standards Board
issued Interpretation on No. 46 (R) "Consolidation of Variable
Interest Entities." FIN No. 46 (R) 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 (R) applies immediately
to variable interest entities (VIE) created after December 31,
2003, and to VIE's in which an enterprise obtains an interest
after that date.  It applies no later than the first reporting
period ending after December 15, 2004, to VIE's in which an
enterprise holds a variable interest that it acquired before
January 1, 2004.  FIN No. 46 (R) applies to public enterprises
as of the beginning of the applicable interim or annual period.
 The adoption of FIN No. 46 (R) is not expected to have a
material impact on the Company's consolidated financial
position, liquidity, or results of operations, because the
Company does not have any VIE's.
In December 2004, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards 153,
- Exchanges of Nonmonetary Assets - an amendment of APB Opinion
No. 29 ("FAS No. 153").  This statement amends APB Opinion No.
29 to eliminate the exception for nonmonetary exchanges of
similar productive assets and replaces it with a general
exception for exchanges of nonmonetary assets that do not have
commercial substance.  A nonmonetary exchange has commercial
substance if the future cash flows of the entity are expected
to change significantly as a result of the exchange.  The
adoption of FAS No. 153 is not expected to have a material
impact on the Company's consolidated financial position,
liquidity, or results of operations.








                                       S-13







12.	Restatement of Previously Issued Financial Statements

In the period ended June 30, 2004, Management of the Company
detected an error in the balance sheet of RTB/AS (see Note E)
as of September 30, 2002.  Because the calculation of the ATEI
cannot be exact until Brant receives her K-1 form, sometime in
April for the previous calendar year, certain assumptions must
be made in order to determine an ATEI as of September 30.  When
the calculation was made, an important piece of information was
missing, which later came to light when true-up schedules
prepared independently by the Company and Brant's accountant
were compared.  The error was made by the Company.  As a
result, Advance Receivable - Member and Members' Equity were
reduced by $633.  There was no effect on the Statement of
Operations of RTB/AS.  In addition, Equity in Unconsolidated
Subsidiary and Accumulated Deficit were reduced by $633.  There
was no effect on the Statement of Operations of the Company.














                                       S-14








NOTE E - INVESTMENT IN UNCONSOLIDATED SUBSIDIARY:

As discussed in Note B, the Company accounts for its investment in
RTB/AS under the equity method. RTB/AS files its tax returns on a
cash basis with a December 31 year end.  Condensed financial
information of RTB/AS is as follows:
Balance Sheet                                                As of
(in thousands)                                        September 30, 2004
 Assets
 Cash                                                           $494
 Certificates of Deposit                                       2,000
 Note and Interest Receivable - Member                         3,359
 Advance Receivable - Member                                     132
 Total assets                                                 $5,985

 Liabilities and members' equity
 Accounts Payable                                             $    4
 Member's Equity                                               5,981
 Total liabilities and members' equity                        $5,985

Statement of Operations                           Year ended September 30,
(in thousands)                               2004                   2003

        Revenues                             $190                   $413
        Net income                           $160                   $245

NOTE F - INVENTORIES

Inventories at September 30, 2004 were comprised of:

Gycol (deicer)                            $    12

Fuel                                            8
                                            $  20














                                       S-15








NOTE G - FINANCING ARRANGEMENTS                Affiliate               Other

Long-Term Debt Schedule at September 30, 2004

Affiliate - Unsecured demand notes bearing interest
at prime +2% (6.75% at September 30, 2004).
(See note modification below.)                  $ 7,957               $  --

Affiliate - Installment note bearing interest
at prime (4.75% at September 30,
2004).  Quarterly payments of $300 plus
interest beginning October 1999, and
is collateralized by a first priority
interest assignment or lien on certain
leasehold interests, equipment,
accounts receivable, and inventory.  The Company
has not met its scheduled payment obligations
under this note.  (See note modification below.)  6,910                   --

Installment note bearing interest at
prime +1.75% (6.5% at September 30, 2004)
held by the Company's primary fuel dealer.
Payment is made by way of a 4.5 cents per
gallon fuel rebate on jet fuel purchases with
a minimum annual principal reduction of $45
until September 2006.  Maurice Lawruk, the current
chairman, Brant and their respective spouses have
guaranteed repayment of this note.                   --                   48

Installment note bearing interest at prime - 0.5%
 (4.25% at September 30, 2004) to a finance company
 collateralized by a Beech aircraft - requiring
 monthly payments of $14 including interest, until
 March 2016.  Maurice Lawruk has guaranteed
 repayment of this note.                             --                1,058

Other                                                --                    5
                                                 14,867                1,111

Less: Current maturities of long term debt       14,867                  176

Long-term debt                               $       --               $  935








                                       S-16









Annual maturities of long-term debt at September 30, 2004 are as follows:

 Year ending
September 30,
    2005                 $15,043
    2006                     140
    2007                     140
    2008                     144
    2009                     149
 Thereafter                  362
                         $15,978

The Affiliate Installment Note restricts the payment of dividends
and certain other distributions on common stock unless all accrued
dividends on the preferred stock are paid.  Total dividends in
arrears relating to series A preferred stock at September 30, 2004
is $2,457.

Short-term Borrowings

The Company has an available line of credit of $175 due to expire
on March 15, 2005, with a bank in connection with the state of
Wisconsin Petroleum Environmental Cleanup Fund Act.  There is $29
outstanding on the line of credit at September 30, 2004.  See Note
I.3 for additional environmental matters.

Note Modification

The last note modification called for the recommencement of
principal and interest payments to begin on March 20, 2004.
Payments have not been made pursuant to the terms of the Note
Modification and the Company is in default.  There has been no
additional note modification since that date, and no demands for
payment have been made through September 30, 2004.  As a result,
the principal and accrued interest on these notes has been
classified as short-term obligations at September 30, 2004.

NOTE H - INCOME TAXES

The Company has net operating loss carryforwards aggregating
$21,324 at September 30, 2004 expiring through 2024.  SFAS No. 109
requires the establishment of a deferred tax asset for all
deductible temporary differences including operating loss
carryforwards.  Because of the uncertainty that the Company will
generate income in the future sufficient to fully or partially
utilize these carryforwards the deferred tax asset of approximately
$15,237 at September 30, 2004, is offset by a valuation allowance
of the same amount.  Accordingly, no deferred tax asset is
reflected in these financial statements.
















                                       S-17


The approximate income effect of each type of temporary difference
is as follows:

                                                        September 30
                                                               2004
       Net deferred income tax assets:
         Net operating loss carryforwards                 $ 8,530
         Accrued interest                                   3,617
         Reserves on advances to affiliates                   937
         Accruals for fuel and other taxes                    907
         Equity in unconsolidated subsidiary                1,308
         Other                                                (62)
                                                           15,237
         Valuation allowance                              (15,237)
         Net deferred income tax asset                    $     -

The valuation allowance increased $562 during the year ended
September 30, 2004.

NOTE I - COMMITMENTS AND CONTINGENT LIABILITIES

1.	Lease Commitments

Ground operations are conducted from leased premises which
include buildings and hangar facilities.  The lease
arrangements expire on various dates through 2007, with certain
options for renewal.  The terms of the leases provide for
monthly payments of a fixed amount with certain escalation
clauses and in Harrisburg additional variable amounts based on
fuel flowage or other factors.

Future minimum lease payments for all non-cancelable operating
leases having a term in excess of one year at September 30,
2004 are as follows:

 Year ending
September 30,
    2005          247
    2006	  247
    2007          165
                 $659

Rental expenses for all operating leases for each of the years
ended September 30, 2004 and 2003 were $423 and $382,
respectively.

The Company subleases office space under short-term agreements
to various aviation tenants.  Such sublease agreements
generally provide for a minimum monthly rent and certain
renewal options.  Sublease rental income included in net sales
was $7 for both of the years ended September 30, 2004 and 2003.

2.	Litigation

The Company is aware of only one legal action against us.  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
us.  Such claims could be asserted against us at some point in
the future.  It is not uncommon for us to encounter litigation
that arises as a result of our business operations.

















                                       S-18







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.  We 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 our appeals and sustained the Assessments,
together with penalties and interest.  We 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.  There have been discussions with collections
representatives from the State of New York to resolve the
claim.  We are unable to predict whether there is an
opportunity to compromise the liability.

3.	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 September 30, 2004.

At September 30, 2004 the Company has included in its financial
statements an accrual for environmental remediation of $104.
 Based on estimates by the engineering firms conducting the
remediation projects, the Company has sufficient reserves
should any additional problems arise during remediation.  The
Company, in addition, is reimbursed by the Wisconsin Petroleum
Environmental Cleanup Fund for substantially all remediation
expenses incurred.  The accrual of $104 has not been reduced
by any expected future reimbursements from Wisconsin.

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 J - SAVINGS PLAN

The Company has an "Employees Tax Sheltered Retirement Plan."
Employees who have completed one year with a minimum of 1000 hours
of service are eligible to participate.  To participate the
employee must make contributions to the plan through salary
reduction pursuant to Section 401(K) of the Internal Revenue Code.
 The Company matches contributions in an amount equal to 25% of the
first 2% contributed by the employee.  The Company's contributions
to the plan for the years ended September 30, 2004 and 2003 were
not significant.








                                       S-19








NOTE K - CAPITAL STRUCTURE

Authorized Shares

The Company's capital stock consists of 60,000,000 shares of common
stock, no par value and 1,000,000 shares of preferred stock, as to
which the Board has the power to designate the rights, terms,
preferences, privileges, and ratify powers, if any, and the
restrictions and qualifications of the share of each series as
established.  500,000 shares have been designated as Series A
Cumulative Convertible Preferred Stock.

Series A Cumulative Convertible Preferred Stock

During fiscal 1986, the Company completed a public offering of
422,000 units, each unit consisting of one share of Series A
Cumulative Convertible Preferred Stock ("Series A preferred stock")
and two Common Stock Purchase Warrants ("warrants").  The warrants
expired in 1990.  Under the terms of the offering, the holders of
the Series A preferred stock are entitled to receive cumulative
cash dividends at the annual rate of $.96 per share and to
preference in liquidation over common stockholders of $13.50 per
share, plus accrued and unpaid dividends.  Dividends are cumulative
from date of issue and payable quarterly, except in certain
circumstances as defined in the articles of incorporation.  Under
those circumstances, the Company is not required or may decline to
pay such dividends.  Each share of Series A preferred stock is
convertible into four shares of common stock at an initial price
of $3.375 per share, subject to adjustment.  At the annual
shareholders' meeting held on September 23, 1999, the shareholders
ratified a change in the conversion rate of the Series A preferred
stock.  Outstanding shares of Series A preferred stock will be
convertible at a rate of eight shares of common stock for each
share of Series A preferred stock outstanding for all shareholders
except Transtech.  The conversion rate for Transtech will remain
at 4 shares of common stock for each share of Series A preferred
stock held.  Upon conversion no payment or adjustment will be made
in respect of any dividends on the preferred stock.

The Series A preferred stock is subject to mandatory redemption at
the rate of 7-1/2% of the issue in each of the years 1996 through
2005, with the remainder to be redeemed on August 1, 2006.  The
mandatory redemption price is $13.50 per share plus accrued and
unpaid dividends.  The excess of the mandatory redemption price
over the net proceeds received by the Company is accreted during
the period in which the stock is outstanding.  Periodic accretion
based on the interest method was charged to additional paid-in
capital.  The stock became fully accreted during 2001.  The first
redemption was due on August 1, 1996, but no redemption was made.
 The Louisiana Business Corporation Law provides that a corporation
may redeem shares of its capital stock subject to redemption out
of surplus or stated capital so long as any such redemption would
not reduce stated capital below the aggregate allocated value of
issued shares remaining after the redemption and so long as
sufficient net assets remain to satisfy amounts payable upon
liquidation with respect to any remaining issued shares having a
preferential right to participate in assets upon liquidation.
Also, the terms of the issue state that the Company may not redeem
any shares unless accrued dividends have been paid in full on all
outstanding shares, and also, if such redemption would reduce
working capital below $9,000 or cash below $1,500.  At September
30, 2004, the Company had accrued and unpaid dividends totaling
$2,457 ($17.04 per share), a working capital deficiency of $26,594
and a cash balance of $32.  The accrued and unpaid dividends on the
series A preferred stock are included in Redeemable Preferred
Stock.  No dividends were paid in 2004 or 2003.  The Company's
obligation to redeem shall be cumulative.

At September 30, 2004, the Company has reserved 739,320 shares of
common stock for the conversion of outstanding Series A preferred
stock.

The terms of the Series A preferred stock provide for the
conversion of the preferred stock and accrued dividends into common
stock, therefore, in accordance with FAS 150 this security is
conditionally redeemable and outside the scope of FAS 150.







                                       S-20









The following is a schedule of the changes in Redeemable Preferred
Stock for the years ended September 2004 and 2003.
                              Series A
                                Shares                  Amount

Balance September 30, 2002     144,185                 $4,125
Dividends                            -                    138
Balance September 30, 2003     144,185                  4,263
Dividends                            -                    138
Balance September 30, 2004     144,185                 $4,401

NOTE L - RELATED PARTIES

In May 1994 Triton Energy Corporation (Triton) sold the majority
of its equity in the Company to Transtech.  (See Note G, Long Term
Debt-Affiliate.)  At September 30, 2004, Transtech owned 51.9% of
the Company's common stock and 71.8% of the Company's preferred
stock.  The Company is also indebted to Transtech in the amount of
$14,867, at September 30, 2004, in the form of notes that were
purchased from Triton.  During fiscal 2004, the Company made
payments of $15 on the loans, and $772 of interest expense was
recorded against these loans of which none was paid.  During fiscal
year 2003 the Company made no payments of the demand loans, and
$790 of interest expense was recorded against these loans of which
none was paid.  At September 30, 2004, the Company has $9,041 of
accrued interest due to Transtech recorded on the balance sheet.

As of September 30, 2004, 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 $138 of interest income in fiscal 2004 related to
a note receivable from Mrs. Brant.  The balance of the note
receivable as of September 30, 2004 was $3,257.

For the year ended September 30, 2004 RTB/AS paid management fees
in the amount of $29 to the Company's Chief Executive Officer and
Director Bobby Ray Adkins.

See Note B - Significant Transactions and Note G - Financing
Arrangements for additional related party transactions.

NOTE M - SUBSEQUENT EVENTS

None.







INDEX OF EXHIBITS




The following is a list of exhibits filed as part of this Annual
Report on Form 10-K.  Where so indicated by footnote, exhibits which
were previously filed are incorporated by reference.

                                                         Seq. Page No.


(3.1)     Amended and Restated Articles of Incorporation (1)    *

(3.2)     By-laws (1)                                           *

(3.3)     First Amendment to the Amended and Restated           *
          Articles of Incorporation. (2)

(3.4)     Second Amendment to the Amended and Restated          *
          Articles of Incorporation. (9)

(3.5)     Third Amendment to the Amended and Restated           *
          Articles of Incorporation. (5)

(3.6)     Fourth Amendment to the Amended and Restated          *
          Articles of Incorporation. (9)

(4.1)     Preferred Stock Purchase Agreement dated              *
          August 27, 1989, between Registrant and
          Signal Hill. (5)

(4.2)     Warrant Agreement dated August 31, 1987, between      *
          Registrant and Signal Hill. (5)

(4.3)     Shareholders Agreement by, among and between          *
          Triton Energy Corporation, Pacific Basis Company,
          Dibo Attar, Signal Hill, N. V., Robert L. Starer
          and the Company dated December 27,1988. (21)

(4.4)     Stand-Still Agreement by and among Triton             *
          Energy Corporation, Trenk Development Corporation, Dibo
          Attar, Robert L. Starer and the Company dated
          December 16, 1988. (10)

(4.5)     Mutual Release and Settlement Agreement between       *
          Triton Energy Corporation, Pacific Basin, G. Thomas
          Graves, Dibo Attar, Robert L. Starer, William R.
          Dimeling, John E. Ardell, III, James N.C. Moffat, III
          dated December 9, 1988. (10)

(10.1)    Hangar, Hangar Site and Commercial Aviation Sales and      *
          Support Services Agreement at Chicago Midway Airport
          between the City of Chicago and CSX Beckett Aviation,
          Inc., dated February 15, 1984. (3)

(10.2)    Sublease by and between the Company and Beckett            *
          for the Chicago FBO location.  (4)

(10.3)    Sublease by and between the Company and Beckett            *
          for the Chicago FBO location.  (4)

(10.4)    Loan Agreement between the Company and Whitney             *
          National Bank, dated September 14, 1986. (6)

(10.5)    Security Agreement between the Company and                 *
          Whitney National Bank, dated September 18,
          1986.  (6)

(10.6)    Asset Purchase Agreement between the Company,              *
          National Weather Corporation, and Universal
          Weather and Aviation, Inc. dated July 15,
          1986.  (6)

(10.7)    Agency Operating Agreement between the Company             *
          and The Airmen, Inc., dated April 9, 1986
          (Downtown Airport, Kansas City, MO).  (6)

(10.8)    First Amendment to Agency Operating Agreement              *
          between the Airmen, Inc., and the Company,
          dated July 8,1986.  (6)

(10.9)    Option Agreement between Arthur D. Stevens and             *
          the Company, dated April 9, 1986.  (6)

(10.10)   Asset Purchase Agreement between KFO Associates            *
          and the Company dated September 22, 1987.  (11)

(10.11)   Lease between Robert L. Starer and Merle A.                *
          Starer and the Company dated May 1, 1988.  (11)

(10.12)   Asset Purchase Agreement between PHH Aviation              *
          Services, Inc., and the Company dated June 1,
          1988.  (8)

(10.13)   Beckett Stock Agreement between PHH Group, Inc.            *
          and the Company dated June 1, 1988.  (8)

(10.14)   Pledge and Security Agreement between PHH Group            *
          Inc., and the Company dated June 1, 1988.  (8)

(10.15)   Agreement for the Purchase and Sale of Assets              *
          between Van Dusen Airport Services Company,
          Limited Partnership and the Company dated
          April 18, 1988.  (8)

(10.16)   Agency Operating Agreement between Van Dusen Airport       *
          Services Company, Limited Partnership and the Company
          dated April 18, 1988.  (8)

(10.17)   Escrow Agreement between Van Dusen Airport Services        *
          Company, Limited Partnership and the Company dated
          April 22, 1988.  (8)

(10.18)   Asset Purchase and Sale Agreement between Page Avjet       *
          Corporation and the Company dated April 22, 1987. (7)

(10.19)   Termination Agreement between Airmen, Inc. and the         *
          Company dated July 10, 1989.  (12)

(10.20)   Agreement of Employment between Larry A. Ulrich and        *
          the Company dated August 10, 1989.  (12)

(10.21)   Lease between Robert L. Starer and Merle A. Starer         *
          and the Company dated November 1, 1989.  (12)

(10.22)   Promissory Note from Robert L. Starer to the Company       *
          and dated January 4, 1989.  (12)

(10.23)   Promissory Note from Larry A. Ulrich to the Company        *
          dated October 26,1989.  (12)

(10.24)   Amended and Restated Loan Agreement between the            *
          Company and Whitney National Bank of New Orleans dated
          December 19, 1989.  (12)

(10.25)   Fee Agreement between the Company and Triton Energy        *
          Corporation dated December 19, 1989. (12)

(10.26)   Replacement Letter of Credit in favor of Sovran Bank       *
          N.A., as trustee and for the account of Beckett
          Aviation, Inc. dated May 31, 1990. (13)

(10.27)   Letter Agreement between Denver Jetcenter, Inc. and        *
          the Company, dated May 6, 1990. (13)

(10.28)   Letter Agreement between Owners Jet of Texas, Inc.         *
          and the Company dated June 6, 1990. (13)

(10.29)   Settlement Agreement and General Release between           *
          Mach I Aviation, Ltd., and the Company, dated
          June 29, 1990. (13)

(10.30)   Agreement for the Purchase and Sale of Assets between      *
          Pan Am Management System, Inc. and the Company
          dated July 12, 1990. (13)

(10.31)   Letter Agreement between Angel Air, Inc. and the           *
          Company, dated August 10, 1990.  (13)

(10.32)   Assignment of Lease to Springfield Air Center by
          the Company, dated November 30, 1990.  (13)

(10.33)   Employment Agreement between John Pugh and the             *
          Company, dated November 21, 1990.  (13)

(10.34)   Schedule of Borrowings from Triton Energy                  *
          Corporation evidenced by a Series of
          Promissory Notes.  (13)

(10.35)   Replacement Letter of Credit in favor of Sovran            *
          Bank N.A., as trustee and for the account of
          Beckett Aviation, Inc., dated September 15, 1991. (14)

(10.36)   Agreement for the Purchase and Sale of Assets              *
          between Beaufort Aviation, Inc. and the Company,
          dated March 18, 1991. (14)

(10.37)   Agreement for the Purchase and Sale of Interest in         *
          Joint Venture between Aviation Providers
          International, inc. and the Company, dated March 8,
          1991.  (14)

(10.38)   Agreement for the Purchase and Sale of Assets              *
          between Flightcraft, Inc. and the Company, dated
          May 17, 1991.  (14)

(10.39)   Lease Agreement between Triton Fuel Group, Inc. and        *
          the Company dated February 8, 1991.  (14)

(10.40)   Settlement Agreement and General Release between           *
          Grant Thornton and the Company, dated September 13,
          1991.  (14)

(10.41)   Amendment to Employment Agreement between Larry A.         *
          Ulrich and the Company, dated January 14, 1992.  (15)

(10.42)   Schedule of Borrowings from Triton Energy Corporation      *
          evidenced by a Series of Promissory Notes.  (15)

(10.43)   Agreement for the Purchase and Sale of Westchester         *
          dated September 15, 1993.  (20)

(10.44)   Agreement for the Purchase and Sale of Raleigh-Durham      *
          dated July 31, 1993.  (20)

(10.45)   Agreement for the Purchase and Sale of Morristown          *
          dated September 15, 1993.  (20)

(10.46)   Agreement for the Purchase and Sale of Cleveland           *
          dated August 20, 1993.  (20)

(10.47)   Schedule of Borrowings from Triton Energy Corporation      *
          evidenced by a Series of Promissory Notes.  (20)

(10.48)   Amendment to Employment Agreement between Larry A.         *
          Ulrich and the Company, dated April 8, 1993.  (20)

(10.49)   Agreement for the Purchase and Sale of Denver dated        *
          May 5, 1993.  (21)

(10.50)   Agreement for the Purchase and Sale of Raleigh-Durham      *
          Avionics Division dated November 12, 1993.  (21)

(10.51)   Consulting Agreement between Larry A. Ulrich and           *
          Aero Services International, Inc. dated April 1, 1994. (21)

(10.52)   Revolving Credit Loan Agreement between Aero Services      *
          International, Inc. and Transtech Holding Co., Inc.
          dated May 13, 1994.  (21)

(10.53)   Revolving Promissory Note in the amount of $300,000.00     *
          to Aero Services International, Inc. from Transtech
          Holding Co., Inc. dated May 13, 1994.  (21)

(10.54)   Agreement for the Purchase and Sale of Scottsdale dated    *
          July 19, 1994.  (21)

(10.55)   Schedule of Borrowings from Avfuel Corporation             *
          evidenced by Promissory Notes dated
          September 15, 1994.  (21)

(10.56)   Agreement for the Purchase and Sale of Richmond            *
          dated September 27, 1994.  (21)

(10.57)   Settlement Agreement between Aero Services International,  *
          Inc., Transtech Holding Company, Inc., Avfuel Corporation
          and Exxon Company, U.S.A. dated September 1994.  (21)

(10.58)   Aviation Dealer Products Sales Agreement between Exxon     *
          Company, U.S.A. and Aero Services - Houston dated
          September 12, 1994.  (21)

(10.59)   Aviation Dealer Products Sales Agreement between Exxon     *
          Company, U.S.A. and Aero Services - Chicago dated
          May 20, 1994.  (21)

(10.60)   Aviation Dealer Products Sales Agreement between Exxon     *
          Company, U.S.A. and Aero Services - Youngstown dated
          May 20, 1994.  (21)

(10.61)   Agreement for the Purchase and Sale of Tri-City dated      *
          September 15, 1994.  (22)

(10.62)   Revolving Promissory Note between Mountain State Flight    *
          Services and Aero Services International, Inc. dated
          December 23, 1994.  (22)

(10.63)   Asset purchase agreement between Aero Services             *
          International, Inc. (Seller) and Winner Aviation Corporation
          (Purchaser) dated February 7, 1995. (23)

(10.64)   Stock Purchase Agreement between Aero Services             *
          International, Inc. and Mountain State Flight Services,
          Ltd. dated March 31, 1995. (23)

(10.65)   Transfer Agreement between Aero Services International,    *
          Inc. and TigerAir, Inc. dated November 8, 1995.

(10.66)   Non-Recourse Assignment and Assumption Agreement           *
          between Aero Services International, Inc. and TigerAir,
          Inc. dated November 8, 1995.

(10.67)   Promissory Note from TigerAir, Inc. to the Company dated   *
          November 8, 1995.

(10.68)   Line of Credit Note from TigerAir, Inc. to the Company     *
          dated November 8, 1995.

(10.69) Security Agreement between Aero Services International,
          Inc. and TigerAir, Inc. dated November 8, 1995.            *

(10.70)   Operating Agreement of Peakwood, L.L.C. between Aero       *
          Services International, Inc. and Peakwood Capital
          Corporation dated January 11, 1996.

(10.71)   Asset Purchase Agreement between Aero Services             *
          International, Inc. and Jason IV Aviation, Inc. dated May
          10, 1996.

(10.72)   Promissory Note from Jason IV Aviation, Inc. to the        *
          Company dated April 1, 1996.

(10.73)   Promissory Note from Jason IV Aviation, Inc. to the        *
          Company dated April 1, 1996.

(10.74)   Security Agreement between Aero Services International,    *
          Inc. and Jason IV Aviation, Inc. dated May 10, 1996.

(10.75)   Guaranty and Suretyship Agreement between Orlando E.       *
          Panfile and Aero Services International, Inc. dated May
          10, 1996.

(10.76)   Pledge Agreement between Orlando E. Panfile and Aero       *
          Services International Inc. dated May 10, 1996.

(10.77)   Bill of Sale, Assignment and Assumption Agreement          *
          between Aero Services International, Inc. and Jason IV
          Aviation, Inc. dated May 7, 1996.

(10.78)   Lease Agreement between the City of Morgantown and         *
          Mountain State Flight Services dated September 1, 1996.

(28.1)    Triton Energy Corporation's Form 10-K for Year Ended       *
          May 31, 1991; Form 10-Q for the Quarter Ended August
          31, 1991; and Prospectus for Common Offering, dated
          October 9, 1991.  (14)

(28.2)    Triton Energy Corporation's Form 10-K for Year Ended       *
          May 31, 1992; Form 10-Q for Quarter Ended August 31,
          1992.  (15)

(28.2)    Triton Energy Corporation's Form 10-Q for Quarter Ended    *
          November 30, 1991.  (16)

(28.3)    Triton Energy Corporation's Form 10-Q for Quarter Ended    *
          February 29, 1992.  (17)

(28.4)    NOT USED                                                   *

(28.5)    Triton Energy Corporation's Form 10-Q for Quarter Ended    *
          November 30, 1992.  (18)

(28.6)    Triton Energy Corporation's Form 10-Q for Quarter Ended    *
          February 28, 1993.  (19)

(31.1)    Certification of Chief Accounting Officer regarding
disclosure controls and procedures.  (34)                  *

(31.2)    Certification of Chief Executive Officer regarding
disclosure controls and procedures.  (34)                  *

(31.3)    Certification of Chief Accounting Officer regarding
disclosure control sand procedures.

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

(32.1)    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.  (34)       *

(32.2)    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.  (34)       *

(32.3)    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.

(32.4)    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.

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

(99.2)	   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.  (25)

(99.3)	   Certification of Chief Accounting Officer pursuant to      *
	   18 U.S.C. Section 1350 as adopted pursuant to Section
	   906 of the Saranes-Oxley Act of 2002.  (25)

(99.4)	   See (99.2).  (26)                                          *
(99.5)	   See (99.3).  (26)                                          *
(99.6)	   See (99.2).  (27)                                          *
(99.7)	   See (99.3).  (27)                                          *
(99.8)	   See (99.2).  (28)                                          *
(99.9)	   See (99.3).  (28)                                          *
(99.10)   See (99.2).  (29)                                          *
(99.11)   See (99.3).  (29)                                          *
(99.12)   See (99.2).  (30)                                          *
(99.13)   See (99.3).  (30)                                          *
(99.14) See (99.2).  (31)                                          *
(99.15) See (99.3).  (31)                                          *
(99.16) See (99.2).  (32)                                          *
(99.17) See (99.3).  (32)                                          *
(99.18) See (99.2).  (33)                                          *
(99.19) See (99.3).  (33)                                          *

* THESE ARE DOCUMENTS INCORPORATED BY REFERENCE.

 1.  Incorporated herein by reference from the Company's Registration
     Statement No. 20070425-A on Form S-18 filed December 19,1980.

 2.  Incorporated herein by reference from the Company's Registration
     Statement No. 33-7152 on Form S-2 filed August 22, 1986.

 3.  Incorporated by reference from the Company's Annual Report on
     Form 10-K dated December 27, 1985, File No. 0-10094.

 4.  Incorporated by reference from the Company's Current Report on
     Form 8-K dated February 14,1986, File No. 0-10094.

 5.  Incorporated by reference from the Company's Current Report on
     Form 8-K dated September 18, 1987, File No. 0-10094-0.

 6.  Incorporated by reference from the Company's Annual Report  on
     Form 10-K dated December 23,1986, File No. 0-10094-0.

 7.  Incorporated by reference from the Company's Current Report Form
     8-K dated May 27,1987, File No. 0-10094-0.

 8.  Incorporated by reference from the Company's Current Report Form
     8-K dated June 3, 1988, File No. 0-10094-0.

 9.  Incorporated by reference from the Company's Current Report on
     Form 8-K dated July 21, 1988, File No. 0-10094-0.

10.  Incorporated by reference from the Company's Current Report on
     Form 8-K dated December 27,1988, File No. 0-10094-0.

11.  Incorporated by reference from the Company's Annual Report on
     Form 10-K dated December 29, 1988, File No. 0-10094-0.

12.  Incorporated by reference from the Company's Annual Report on
     Form 10-K dated December 29, 1989, File No. 1-10190.

13.  Incorporated by reference from the Company's Annual Report on
     Form 10-K dated December 29, 1990, File No. 1-10190.

14.  Incorporated by reference from the Company's Annual Report on
     Form 10-K dated December 18, 1991, File No. 1-10190.

15.  Incorporated by reference from the Company's Annual Report on
     Form 10-K dated January 11, 1993, File No. 1-10190.

16.  Incorporated by reference from the Company's Current Report on
     Form 10-Q dated February 5, 1992, File No. 1-10190.

17.  Incorporated by reference from the Company's Current Report on
     Form 10-Q dated May 14, 1992, File No. 1-10190.

18.  Incorporated by reference from the Company's Current Report on
     Form 10-Q dated February 5, 1993, File No. 1-10190.

19.  Incorporated by reference from the Company's Current Report on
     Form 10-Q dated May 13, 1993, File No. 1-10190.

20.  Incorporated by reference from the Company's Annual Report on
     Form 10-K dated January 12, 1994, File No. 1-10190.

21.  Incorporated by reference from the Company's Annual Report on
     Form 10-K dated December 28, 1994, File No. 1-10190.

22.  Incorporated by reference from the Company's Current Report on
     Form 10-Q dated February 3, 1995, File No. 1-10190.

23.  Incorporated by reference from the Company's Annual Report on
     Form 10-KSB dated February 29, 1996, File No. 1-10190.

24.  Incorporated by reference from the Company's Annual Report on
     Form 10-KSB dated September 30, 2002, File No. 1-10190.

25.  Incorporated by reference from the Company's Current Report on
     Form 10-QSB dated December 31, 2001, File No. 1-10190.

26.  Incorporated by reference from the Company's Current Report on
     Form 10-QSB dated March 31, 2002, File No. 1-10190.

27.  Incorporated by reference from the Company's Current Report on
     Form 10-QSB dated June 30, 2002, File No. 1-10190.

28.  Incorporated by reference from the Company's Current Report on
     Form 10-QSB dated December 31, 2002, File No. 1-10190.

29.  Incorporated by reference from the Company's Current Report on
     Form 10-QSB dated March 31, 2003, File No. 1-10190.

30.  Incorporated by reference from the Company's Current Report on
     Form 10-QSB dated June 30, 2003, File No. 1-10190.

31.  Incorporated by reference from the Company's Annual Report on
     Form 10-KSB dated September 30, 2003, File No. 1-10190.

32.  Incorporated by reference from the Company's Current Report on
     Form 10-QSB dated December 31, 2003, File No. 1-10190.

33.  Incorporated by reference from the Company's Annual Report on
     Form 10-KSB dated March 31, 2004, File No. 1-10190.

34.  Incorporated by reference from the Company's Current Report on
     Form 10-QSB dated June 30, 2004, File No. 1-10190.

EXHIBIT 31.3

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 annual report on Form 10-KSB/A of b-
Fast Corp;

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

3.	Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual report;

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

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

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

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

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









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

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

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



June 15, 2005



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


EXHIBIT 31.4

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 annual report on Form 10-KSB/A of b-
Fast Corp;

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

3.	Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual report;

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

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

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

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

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










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

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

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



June 15, 2005



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

Exhibit 32.3

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 Annual Report of b-Fast Corp. (the
"Company") on Form 10-KSB/A for the period ended September 30,
2004 as filed with the Securities Exchange Commission (the
"Report"), I, Bobby Ray Adkins, Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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





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

Exhibit 32.4

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

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

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





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