U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-KSB

(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

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.

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.

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-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.

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.

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 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.")

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.

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)

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 auditing 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
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 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.
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 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)	Evaluation of disclosure controls and procedures.
 Based on their evaluation as of a date within 90
days of the filing date of this Annual Report on
Form 10-KSB, the Company's principal executive
officer and principal financial officer have
concluded that the Company's disclosure controls
and procedures (as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Exchange Act of
1934, as amended (the "Exchange Act") are
effective to ensure that information required to
be disclosed by the Company in reports that it
files or submits under the Exchange Act is
recorded, processed, summarized and reported
within the time periods specified in Securities
and Exchange Commission rules and forms.

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

PART 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           73                         Chairman of the
                                                       Board of Directors,
                                                       and Director

Bobby R. Adkins (1) (2)     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

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.

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.

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.

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.

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.

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

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>


                               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)



                             <c>              <c>        <c>            <c>
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 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 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.


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              Chief Executive Officer         December 28, 2004
                              and Controller



/s/ Paul R. Slack
Paul R. Slack                 Chief Accounting Officer        December 28, 2004
                              And Controller


/s/ Maurice A. Lawruk
Maurice A. Lawruk             Chairman of the Board           December 28, 2004
                              and Director



/s/ Bobby R. Adkins
Bobby R. Adkins               Director                        December 28, 2004



/s/ James R. Affleck, Jr.
James R. Affleck, Jr.         Director                        December 28, 2004



/s/ Alice F. Buford
Alice F. Buford               Director                        December 28, 2004



/s/ Richard W. Brant, M.D.
Richard W. Brant, M.D.        Director                        December 28, 2004






                                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



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

                           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.

                              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.

                            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.

<TABLE>


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

(Dollar amounts in thousands)


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

                         <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

                                      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.

                     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.

(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 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.

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.

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
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 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.


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.
 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.




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

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

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.



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.

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.

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.

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 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-14 and 15d-14)
for the Registrant and we have:

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

b)	evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this annual report (the "Evaluation
Date"); and

c)	presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;

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

a)	all significant deficiencies in the design or operation of
internal controls which could adversely affect the
Registrant's ability to record, process, summarize and
report financial data and have identified for the
Registrant's auditors any material weaknesses in internal
controls; and

b)	any fraud, whether or not material, that involves
management or other employees who have a significant role
in the Registrant's internal controls; and

6.	The Registrant's other certifying officer and I have indicated in
this annual report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

December 28, 2004


/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 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-14 and 15d-14)
for the Registrant and we have:

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

b)	evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this annual report (the "Evaluation
Date"); and

c)	presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;

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

a)	all significant deficiencies in the design or operation of
internal controls which could adversely affect the
Registrant's ability to record, process, summarize and
report financial data and have identified for the
Registrant's auditors any material weaknesses in internal
controls; and

b)	any fraud, whether or not material, that involves
management or other employees who have a significant role
in the Registrant's internal controls; and

6.	The Registrant's other certifying officer and I have indicated in
this annual report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

December 28, 2004


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

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 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
Chief Executive Officer
Date:  December 28, 2004

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 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:  December 28, 2004