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

Form 10-KSB



[ X ]       15, ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
            For the fiscal year ended September 30, 2000 and 1999

[   ]       15, TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
            For the transition period from ____________ to __________
            Commission file number ___________

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 ___________.
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 [   ]     No [ X ]

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, 2000.
$3,637,891

State the aggregate market value of the voting stock held by non-
affiliates as of December 7, 2001.

-  Common Stock (without par value)          $832,891
   (1)  See Note Below

-  Series A Cumulative Convertible
   Preferred Stock                            $93,484
   (2)  See Note Below

(1)  Based upon the average bid and asked prices of the Company's
Common Stock as of December 7, 2001.

(2)  Based upon the average bid and asked price of the Company's
Series A Cumulative Convertible Preferred Stock as of December 7, 2001.

State the number of shares outstanding of each of the Company's
classes of common equity as of September 30, 2000:

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


Item 1.  Description of Business

GENERAL DEVELOPMENT OF BUSINESS

b-Fast Corp. ("the Company"), founded in 1948, was incorporated in
Louisiana under the name "Pan-Air Corporation".  Since 1976, the
Company conducted business primarily under the name "Aero Services" and
changed its name to "Aero Services International, Inc." in 1980.  In
September 1999, the Company again changed its name to "b-Fast Corp."
The Company's corporate office is located at 660 Newtown-Yardley Road,
Newtown, Pennsylvania, 18940, and its telephone number is 215-860-5600.

The Company supplied ground support services for general aviation
aircraft at two airports located in Harrisburg, Pennsylvania, and
Morgantown, West Virginia.  Its facilities are more commonly referred
to as a "Fixed Base Operation" or "FBO".  In October 2000, the
Morgantown FBO was sold.  The Company 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 and office space to tenants.  In conjunction with its general
aviation activities the Company also provides, on a contractual basis,
ground support services for commercial airlines.  These services
primarily include fueling and de-icing.

During fiscal year 1999, the Company entered into several
transactions involving the auto racing industry, all of which were
anticipated to diversify the business risks associated with the
Company's then dependency on general aviation services.

CORPORATE REORGANIZATION

During fiscal 1994, Triton Energy Corporation ("Triton") the
Company's then principal shareholder and creditor, sold all its notes
outstanding from the Company, common stock and a large portion of the
Company'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.  Concurrent with the sale described in the preceding paragraph,
R. Ted Brant ("Brant"), Bobby R. Adkins ("Adkins"), and Maurice Lawruk
were named directors of the Company (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 the Company through
November 1994, and to forebear for three years collection of the
remaining $15,610,000 of principal debt to the extent that payments
would exceed 50% of the Company's available cash flow.

	The New Board then reviewed the Company's financial status and
determined that the Company needed to improve its liquidity so that it
would be in a position to maintain payables on a satisfactory basis and
have funds available for acquisition of additional FBOs.  Accordingly,
the Company sold its Scottsdale, Arizona; Richmond, Virginia; Tri-City,
Michigan; and Youngstown, Ohio bases.  These sales produced over
$3,900,000 in cash before associated expenses.  In April 1995, the
Company purchased 100% of the stock of Mountain State Flight Services,
Inc. ("Mountain State"), a West Virginia corporation, for $390,000.
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.

On November 8, 1995, the Company sold its operating lease and
purchase option with Eagle Air to operate a FBO at Houston's Hobby
Airport to TigerAir, a corporation formed by Wallace Congdon.  The
purchase price was $250,000 in the form of a promissory note.
Simultaneous with the closing, Mr. Congdon resigned his positions as
President, Chief Operating Officer, and Director of the Company.

On May 10, 1996 the Company sold, to Jason IV, owner of a
competitor FBO on the airport, its leasehold interest at New Orleans'
Lakefront Airport for $900,000.  The Company received $300,000 cash at
settlement and two promissory notes for the balance of the purchase
price.  A note in the amount of $100,000, bearing interest at the rate
of 8% per annum was paid in February 1997.  A note in the amount of
$500,000 bearing interest at the rate of 9% per annum was paid in
November 1998.

In November 1997 the Company began operations at a new FBO located
at Harrisburg International Airport in Middletown, Pennsylvania under
the terms of a five year lease with the Commonwealth of Pennsylvania
signed in July 1997.  The Company commenced negotiations to secure an
extension of this lease.  Although the company expects to secure an
extension, there can be no assurances these negotiations will be
successful.

On August 20, 1998 the members of the Board of Directors elected
James R. Affleck, Jr., a vice president of Aero, to be a Director of
the Company in order to fill a vacancy.

On September 3, 1998 the members of the Board of Directors elected
Alice F. Buford to be a Director of the Company in order to fill a
vacancy.

On September 30, 1998 the Company held its annual meeting where all
five members of the Board of Directors were re-elected to the Board for
a one year term, with Messrs. Brant and Lawruk, and Ms. Buford serving
as regular directors and Messrs. Adkins and Affleck as designated
directors.

On March 11, 1999 the Company sold its 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.  (See,
"Item 6, Management's Discussion and Analysis").

During 1998, the Company began exploring investments in other
business opportunities not related to the aviation industry.  To this
end, the Company, in conjunction with Brant, formed a limited liability
company named RTB/AS, L.L.C. ("RTB/AS") in January 1999.  The purpose
of this company is to invest in the auto racing industry.  The Company
owns a 99% interest in RTB/AS and Brant owns a 1% interest.  The
Company contributed $9,875,000 to RTB/AS in 1999 from the proceeds of
the sale of its FBO in Chicago.  RTB/AS acquired an After Tax Economic
Interest ("ATEI") in Brant's 30% ownership interest in an auto racing
entity for $4,275,000.

During 1998, the Company's Board of Directors 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.").  The interest rate on the line of credit is prime less
1%.  Inc. is owned 100% by Brant, was involved in the auto racing
business, and promoted race cars and sold advertising.  (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, the Company has
reserved amounts totaling $1,911,000.  In June 1999, the Company
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 the
Company to possibly collect on the indebtedness of Inc.  In connection
with the transfer of the indebtedness from Inc. to LLC, Inc. obtained a
forbearance from the Company from collection on all amounts
outstanding.

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

On October 31, 2000, the Company sold its FBO at Morgantown, West
Virginia to the City of Morgantown for $150,000 plus the release of the
Company from certain obligations to that City.  During fiscal 1999 this
facility generated income of $15,000, but had a loss of $39,000 in
fiscal 2000.  Even as the only FBO on this airport, the traffic volume
made it difficult to be consistently profitable.

BUSINESS OF ISSUER

The Company supplies ground support services to corporate and other
general aviation aircraft at an FBO located at the airport in
Harrisburg, Pennsylvania.  The Company provides line services,
subcontracts maintenance and repairs of aircraft, and leases hangar
space to various tenants.  The Company also provides ground support
services (including fueling and de-icing) to commercial airlines, air
freight carriers and overnight courier services.  In addition, the
Company has entered into certain transactions that are directly and
indirectly related to motorsports and auto racing.

Line Services

Line services are ground support services that facilitate the day-
to-day operation of aircraft.  The primary line services rendered by
the Company are aircraft fueling, handling, cleaning, towing, tie-down
and aircraft hangar storage.  In connection with these services, the
Company provides 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.

The Company's line service customers are primarily owners and
operators of corporate aircraft, including those based at the Company's
facilities and others that are transient.  The business of providing
line services is highly competitive.

Hangar Leasing

The Company leases hangar and ramp (tie down) space to customers
whose aircraft are based at its facilities 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, the Company receives a fee for transporting fuel owned
by the airline from a storage facility and pumping the fuel into the
airline's aircraft.

SUPPLIES

65% of the Company's sales during the fiscal year ended
September 30, 2000 was derived from the sale of fuel.  The availability
to the Company of an adequate supply of fuel, particularly jet fuel, is
critical to the Company's operations.  The Company had purchased fuel
exclusively from Exxon through September 1998, but entered into a
fueling agreement with Avfuel Corporation beginning in October 1998.
Management believes that the Company's 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 the Company's business is service related with no
amounts of money devoted to research and development or new products.

ENVIRONMENTAL PROTECTION

The Company's business operations involved the storage, handling
and sale of aviation fuel utilizing underground storage tanks ("USTs")
at its various facilities, most recently being only the FBO at Chicago
that was sold in March 1999.  The other two FBO locations use above
ground storage tanks.  The operations of the Company are subject to a
number of federal, state and local environmental laws and regulations,
which govern the use of hazardous substances, including the storage and
sale of aviation fuels, and also including regulations of USTs.

While the Company believes that all EPA problems have been
identified and where required adequately provided for in its financial
statements, it realizes that additional and potentially substantial
environmental liabilities may arise in the future.  The Company does
not anticipate experiencing any competitive disadvantage because the
entire industry is subject to these regulations.  (See "Note 13 -
Commitments and Contingent Liabilities - Environmental Matters").

The Company does not presently maintain insurance covering losses
associated with environmental contamination.  Some states in which the
Company formerly operated USTs have state operated "trust funds" that
could reimburse the Company for certain clean-up costs and liabilities
incurred from USTs.  These funds, which essentially provide insurance
coverage for certain environmental liabilities, are funded by taxes on
USTs or fuels purchased within the state.  The coverage generally will
provide up to $1,000,000 for the clean-up of environmental
contamination.  The funds require the Company to pay deductibles
ranging from $5,000 to $50,000 per occurrence.  The facility which
operates USTs was sold in 1999 and an escrow amount of $390,000 was
withheld from the sales proceeds to provide for any cleanup that may be
necessary when its tanks are removed.

The Company 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, the Company believes it has 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, the Company believes it has
established sufficient accruals to meet its estimated identified
obligations.

GOVERNMENT CONTRACTS

The Company does not have any contracts with the Government which
are subject to renegotiation of profits.

COMPETITION

The FBO industry is highly competitive with approximately 4,000
FBOs nationwide.  Some of the Company's competitors are highly
experienced operators of networks with greater resources than the
Company.  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 30, 2000, the Company had approximately 38 full-
time and 4 part-time employees.  As of November 30, 2001, and after the
sale of the Morgantown FBO, the Company had 24 full-time and 4 part-
time employees.  None of the employees is represented by a union.

Item 2.  Description of Properties

The Company's corporate headquarters are located at 660 Newtown-
Yardley Road in Newtown, Pennsylvania. The Company operates 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 July 1,
2002.

The Company's other principal properties are (1) leasehold
improvements, such as hangars and fuel storage facilities;
(2) equipment, such as tugs, ground support and other vehicles and shop
equipment; and (3) inventories of fuel, parts, and equipment.  The
Company considers that, in general, its physical properties (including
machinery and equipment) are well maintained, in good operating
condition and adequate for their purposes.

Item 3.  Legal Proceedings

The Company is subject to several complaints filed over the past
several years in different courts or administrative agencies on a
variety of grounds.  The Company is also exposed to a number of
asserted and unasserted potential claims.  These matters are
encountered in the ordinary course of business.  In the opinion of
Management, the resolution of these matters, either individually or in
the aggregate, will not have a material adverse effect on the Company's
financial position, cash flow, and operations.  Management believes
that it has established adequate reserves for all of these claims.  The
Company believes it has strong defenses and intends to vigorously
defend its position.

From December 1994 through December 1996, the Company received
quarterly tax assessments from the State of New York for periods from
September 1991 through November 1993 (collectively, the "Assessments").
The Company ceased doing business in New York in November 1993.  The
Assessments resulted from an audit performed in September 1994, and
totaled approximately $2,600,000 including penalties and interest.  The
Company has recorded a charge of $1,668,000 for principal ($850,000)
and interest and penalties thereon ($818,000) in fiscal years prior to
September 30, 1999.  Were the taxing authority of the State of New York
to be successful in sustaining the assessments together with the
maximum penalties, the amount due would exceed the charge recorded by
the Company.  The Company timely filed appeals of all the assessments
as they were received.  On November 7, 2001, an Administrative Law
Judge sustained the Assessments, together with penalties and interest.
The Company is appealing this decision and has not provided for the
incremental amounts assessed as management believes it will settle this
matter for an amount not materially in excess of the amount recorded.

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

An annual meeting of the shareholders of the Company was held on
September 23, 1999 at the Ramada Inn 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, no par value, in consideration of
the forgiveness by Transtech of $6,253,5000 of indebtedness owed to
Transtech by the Company; and to ratify the change in the name of the
Company from Aero Services International Inc. to b-Fast Corp.

At the meeting it was indicated that a quorum was present for both
the Series A Stock and Common stock shareholders.  Therefore, the
Inspector of Election compiled results of the balloting on the
designated directors and certified that Adkins and James R. Affleck,
Jr. were duly elected with the votes cast as follows:

Bobby Ray Adkins - 104,490 yes votes, 0 nay votes
James R. Affleck, Jr. - 104,490 yes votes, 0 nay votes

There were no additional candidates proposed by the shareholders of
Series A Stock.

The Inspector of Election then compiled results of the balloting on
the election of regular directors and certified that Brant, Alice F.
Buford, and Maurice Lawruk were duly elected with the votes cast as
follows:

R. Ted Brant - 4,393,709 yes votes, 0 nay votes
Alice F. Buford - 4,393,709 yes votes, 0 nay votes
Maurice Lawruk - 4,393,709 yes votes, 0 nay votes

There were no additional candidates proposed by the Common stock
shareholders.

The Inspector of Election then certified that the amendment to the
Articles of Incorporation was approved by the Common stock shareholders
with 4,390,545 yes votes.

The Inspector of Election then certified that the exchange of the
Series A Stock into Common stock was approved by both the Common stock
and Series A Stock shareholders, with the votes cast in favor of the
amendment as follows:

Common stock shareholders - 4,400,4000
Series A Stock shareholders - 103,840

The Inspector of Election then certified that the issuance of
12,507,000 shares of Common stock in consideration of the forgiveness
by Transtech of $6,253,500 of indebtedness owed it by the Company was
approved by the Common stock shareholders with 4,398,250 votes cast in
favor.

The Inspector of Election then certified that the change of the
corporate name was approved by the Common stock shareholders, with
4,363,734 votes cast in favor.

The Company has yet to implement the following proposals approved
by the shareholders at the September 23, 1999 shareholders meeting:
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").  The Company does not
currently have sufficient Registered Common Stock to effect the
Proposals.  Until the Company is current with its reporting obligations
under the Securities Exchange Act of 1934, as amended ("1934 Act"),
additional Registered Common stock cannot be issued and the Proposals
cannot be implemented.  The Company plans to complete all necessary
filings in order to enable the Company to effect the registration of
additional shares of Common stock and to be in compliance with the
1934.  (See, "Note C - Management's Plans").

	PART II

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

(a)  PRICE RANGE OF COMMON STOCK

The Company's common stock is traded in the "pink sheets" with the
symbol BFST.

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 2000:
  First Quarter              .375            .3125
  Second Quarter             .32             .20
  Third Quarter              .45             .15
  Fourth Quarter             .52             .20

Fiscal Year 1999:
  First Quarter              .01             .01
  Second Quarter             .045            .011
  Third Quarter              .6875           .015
  Fourth Quarter             .50             .17

(b)  APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS

As of September 30, 2001, there were approximately 608 record
holders of the Company's 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.  The Company does 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 the Company's current
circumstances, the Company is not required or may not pay such
dividends on its 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, the Company has not paid cash
dividends on its Series A Stock or Common stock.  The Company
anticipates that it will not 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,
                                      2000               1999



Net Sales                            100.0%     100.0%
Cost of Sales                         47.6       37.9
Departmental costs                    54.8       28.6
Administrative costs                  28.7       61.7
Gain on sale of FBO operation            -      273.3
Interest expense                      44.2       25.2
Other income                           1.6        3.9
Income tax expense                       -       77.8
Net income (loss)                    (73.7)     146.0

For a basis of comparison, the results of operations are presented for
the years ended September 30, 2000 and 1999.  Income and expenses not
related to a specific location are shown as Corporate.

September 30, 2000
(Dollar amounts in thousands)

                             HARRISBURG     MORGANTOWN      CORPORATE    TOTAL

NET SALES                     $2,561         $994        $     82      $ 3,637

COSTS AND EXPENSES
Cost of Sales                  1,056          588              87        1,731
Departmental Costs             1,073          390             531        1,994
Administrative Costs              83           58             901        1,042
Income (Loss) from operations $  349         $(42)        $(1,437)     $(1,130)

September 30, 1999
(Dollar amounts in thousands)

                     CHICAGO  HARRISBURG    MORGANTOWN    CORPORATE     TOTAL

NET SALES             $4,249      $1,177       $ 944      $    56     $ 6,426

COSTS AND EXPENSES
Cost of Sales          1,459         333         502          144       2,438
Departmental Costs       214         737         373          511       1,835
Administrative Costs     290          44          54        3,575       3,963
Income (Loss) from
  operations          $2,286      $   63        $ 15      $(4,174)    $(1,810)

Comparison of the Years Ended September 30, 2000 and 1999

Sales for the year ended September 30, 2000 decreased by
$2,789,000 from net sales for the year ended September 30, 1999.  The
sale of the Chicago FBO in 1999 accounted for a decrease of
$4,249,000.  The Harrisburg FBO produced an increase in sales of
$1,384,000.  In part, this increase is due to the only competitor at
the airport discontinuing fuel sales to concentrate on maintenance.

Cost of sales increased by 9.7% to 47.6% in 2000.  However, when
compared to 1999 excluding the Chicago FBO, the increase was only
2.6%.  Gross profit also decreased from 62.1% for fiscal 1999 as
compared to 52.4% for fiscal 2000.  The reasons for the variance
include, but are not limited to, the relative mix of products and
services, particularly "into-plane services" (fuel pumping fees
charged to certain commercial aviation customers) offered and sold by
the Company.  The sale of the Chicago FBO during fiscal 1999, for
example, terminated into-plane services at that facility which
produced no related costs of services.  All expenses associated with
into-plane services are charged to departmental costs.

Net departmental costs increased $159,000 in fiscal 2000.  This
figure excludes the favorable real estate tax settlement associated
with the sale of the Chicago FBO in fiscal 1999 of $1,191,000.  Giving
effect to this settlement, departmental costs decreased $1,032,000 in
fiscal 2000.  The increase in sales at Harrisburg required additional
staffing, resulting in a $209,000 increase in payroll and benefits.
Additional equipment was needed, resulting in an increase of equipment
rental and related repairs and maintenance of $73,000.  Rent paid to
the airport increased $38,000 and insurance increased $20,000.

	Administrative costs decreased by $2,921,000 from $3,963,000
during fiscal 1999 to $1,042,000 during fiscal 2000.  A major
component of this decrease is the reserve of $1,911,000 recorded in
1999 for uncollectible notes and advances receivable from related
parties.  The sale of the Chicago FBO created a reduction of $290,000
in administrative costs.  Additionally, advertising expenses were
$92,000 less in fiscal 2000 as compared to fiscal 1999.  The Company
also recognized a charge of $179,000 in administrative costs during
fiscal 1999 related to the write off of an unexercised option to
acquire additional ATEI in Brant's ownership in an auto racing entity.
This option expired in January 2000.  (See, "Note B - Significant
Transactions.")

Interest expense decreased by $13,000.  The reduction of $73,000
of interest expense at the Chicago FBO is due to the payment of the
$3,500,000 industrial revenue bond and was offset by interest on
additional borrowing of $331,000 and an increase in the prime rate of
1.5% during 2000.

	In March 1999, the Company sold its FBO at Chicago's Midway
Airport for $17,750,000.  The net gain on the sale was $17,070,000.
During fiscal 1999 the Company also recognized the balance of the
deferred gain of $492,000 associated with the sale of its New Orleans
FBO.

	During the year ended September 30, 1999, the Company recorded
the deferred tax expense related to the reversal of the deferred tax
asset recorded in fiscal 1998 in connection with the realized gain on
the sale of the Chicago FBO.

Liquidity and Capital Resources

Working capital deficiency increased by $130,000 from $1,625,000
at September 30, 1999 to $1,755,000 at September 30, 2000.  This
increase is the result of restricted cash of $3,081,000 at September
30, 1999 being utilized during fiscal 2000 to satisfy a real estate
tax liability to $2,072,000 in connection with the Company's former
Chicago FBO.  The remainder of the restricted cash was used to fund
operations during Fiscal 2000.  Working capital has also not increased
or decreased significantly because Transtech has agreed to defer
payment of accumulated interest and debt until March 20, 2002.
Historically, the Company has obtained deferrals from Transtech, and
has no reason to believe it will be unable to do so in the future.  As
such, these amounts are reflected as long-term obligations in the
consolidated financial statements.

	The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in
"Note C - Management's Plans", the Company has sustained operating
losses of $1,130,000 and $1,810,000 for the years ended September 30,
2000 and 1999, respectively, and has deficiencies in working capital
and stockholders' equity of $1,755,000 and $16,404,000 respectively,
at September 30, 2000, all of which raise substantial doubt about its
ability to continue as a going concern.  Management's plans in regard
to these matters are also described in Note C - Management Plans").
See also, "Note H - Income Taxes").

On March 11, 1999 the Company sold its 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.  From the
proceeds of the sale, three escrow funds were established.  One for
$3,511,000 was used to pay the industrial revenue bond, including
interest, in April 1999.  Another $3,020,000 was for payment of real
estate taxes in arrears.  The Company had disputed this amount and had
legal representation negotiating a settlement with the State of
Illinois.  Resolution of this matter was reached in February 2000 with
the Company paying $1,999,000 of the escrowed amount for real estate
taxes.  A third escrow of $390,000 is being held for possible EPA
compliance when the USTs are removed within 18 to 24 months.

During 1998, the Company's Board of Directors approved a $500,000
line of credit, increased to $1,500,000 as of March 1, 1999, and to
$1,800,000 in May 1999 for Inc.  Inc. was involved in the auto racing
business, and promoted race cars and sold advertising.  At September
30, 1999, management determined that the amounts due on the line of
credit, interest and additional advances were uncollectible and
reserved these amounts totaling $1,911,000.

	Dividends on the Series A Preferred Stock are cumulative from the
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.  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 preferred stock have
been paid.  Therefore, the Company has not paid cash dividends on its
Common or Series A Preferred Stock.  The Company anticipates that it
will not pay any cash dividends in the foreseeable future.  Dividends
in arrears on the Series A Stock are $1,903,000 at September 30, 2000.

The Company is exploring investments in other business
opportunities not related to the aviation industry.  To this end, the
Company, 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, the Company made a capital contribution totaling
$9,875,000.  As part of the RTB/AS transaction, the Company 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. Currently, the Company accounts for all amounts
received from Brant as a reduction in its investments in and advances
to affiliated entities. During 2000 and 1999, RTB/AS received $647,000
and $568,000 respectively, from Brant.  The distributions associated
with the ATEI represent a substantial portion of the Company's cash
flow.

	The net loss for Fiscal 2000 was $2,680,000.  Cash flows used in
operating activities amounted to approximately $216,000.  The net loss
incurred by the Company includes approximately $300,000 of non-cash
expenses during the year.  The other significant component of net cash
used in operating activities in fiscal 2000 included the release of
restricted cash to satisfy a real estate liability of $2,072,000
arising in connection with the sale of the Company's Chicago FBO.
(For a comparison of fiscal 2000 to fiscal 1999, see the Consolidated
Statements of Cash Flows).

	Cash provided by investing activities was $451,000 during Fiscal
2000, primarily the result of a return on investments in affiliated
entities of $646,000, offset by advances and loans to affiliated
entities of $171,000 and other capital expenditures of $24,000.

	Cash used in financing activities was $145,000 during Fiscal
2000, consisting principally of proceeds from the issuance of
affiliate long-term debt of $135,000 and other long-term debt of
$196,000, offset by principal payments of $281,000 and $195,000 on
affiliate and other long-term debt, respectively.

	The Company made payments of $193,000 on its current maturities
of debt of $376,000 on debt service during the twelve months ending
September 30, 2001.

Future Events Likely To Have Material Impact on the Relationship
Between Costs and Revenues

The Company has sold certain of its FBOs over the last six years.
Also, the Company resolved potential EPA liabilities at one location.
These sales will result in lower revenues not necessarily accompanied
by a proportional decrease in costs, particularly general and
administrative costs, many of which are relatively fixed and do not
vary as a direct function of sales volume.

Impact of Inflation

The Company does not believe that inflation has had any material
impact upon its business or operations as the Company has 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 2000 and 1999, the Company incurred minor clean-
up/remediation expenses in complying with regulations.  At September
30, 2000, the Company's financial statements include accruals of
$107,000 for expected future clean-up/remediation costs for existing
known liabilities.

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 7.  Financial Statements

The response to this item is submitted as a separate section of
this report.

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

None.

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 the Company are as follows:

        Name                          Age        Position

Maurice R. Lawruk (1)                  70        Chairman of the
                                                 Board of Directors,
                                                 and Director

Bobby R. Adkins (2) (3)                54        President and Chief Executive
                                                 Officer and Director (4)

Alice F. Buford (3)                    53        Director

James R. Affleck, Jr. (2)              61        Director and
                                                 Vice President,
                                                 Assistant Treasurer,
                                                 and Assistant Secretary

Richard W. Brant (5)                   31        Director

Paul R. Slack                          61        Chief Accounting
                                                 Officer, Controller,
                                                 Treasurer and
                                                 Secretary

(1)	Assumed the position of Chairman at a meeting of the Directors held
on July 11, 2000 to elect new officers to fill vacant positions
resulting from the death on June 28, 2000 of Brant, former Chairman and
Chief Executive Officer of the Company.

(2)	Member of the Human Resources Committee

(3)	Member of the Audit Committee

(4)	Named by the Directors at the July 11, 2000 meeting to fill the
positions of President and CEO.

(5) Named by the Directors at the July 11, 2000 meeting to fill a
vacancy on the Board.  Richard Brant is the son of Brant.

	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 except Richard W. Brant, were elected at
the September 23, 1999 Annual Shareholders Meeting.

There have been no meetings of the Board committees during the
periods covered by this report.

The officers of the Company 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.

R. Ted Brant was elected to the Board of Directors on May 20, 1994
and was appointed Chairman and Chief Executive Officer on May 31, 1994
to replace Mr. John Pugh, who resigned.  Mr. Brant was a director and
Vice Chairman of Piedmont Aviation Services, Inc. from 1992 through
July 1998, when that company was sold, and President and Chief
Executive Officer of Valley Air Services, Inc., a position he held
since Valley's inception.  He was also President and Director of
Transtech.  On November 20, 1995, Mr. Brant was elected President of
the Company by the Board to replace Wallace Congdon, who resigned.  Mr.
Brant held these positions until his death on June 28, 2000.

Maurice A. Lawruk was elected to the Board of Directors on May 20,
1994.  Mr. Lawruk is Vice President of Valley Air Services, Inc., 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 of Directors on May 20,
1994.  He was appointed as Chief Operating Officer in November 1995, a
position formerly held by Wallace Congdon.  Mr. Adkins is Vice
President Operations of Transtech, and has served as Secretary and
Treasurer of Valley Air Services, Inc. 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.

Paul R. Slack joined the Company in December 1987 as Senior
Internal Auditor and 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 of the Company.  In May 1994, he was appointed
Treasurer and, in March 1997 he was appointed Secretary of the Company
in addition to his other offices.

James R. Affleck, Jr. joined the Company in September 1987 as
manager of special projects.  In May 1994 he was appointed Assistant
Treasurer, and in March 1997 was appointed Assistant Secretary and
Vice-President.  In August 1998 the members of the Board of Directors
elected him to be a director to fill a vacancy.  Mr. Affleck's duties
involve general oversight of cash management, insurance, human
resources and benefit programs and investor relations.

Alice F. Buford was elected to the Board of Directors on September
3, 1998 to fill a vacancy.  Ms. Buford is Secretary/Treasurer and fifty
percent (50%) owner in a real estate development/management company,
Appalachian Properties, Inc.  Ms. Buford is also a shareholder and
Secretary of Valley Air Services, Inc., and is a shareholder of
Transtech.

Richard W. Brant, MD was appointed to the Board of Directors 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.

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 the executive officers of the
Company whose aggregate compensation exceeded $100,000 per annum for
services rendered to the Company during the year ended September 30,
2000 and 1999.

I.	SUMMARY COMPENSATION TABLE

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

R. Ted Brant, Chairman           2000    67,254       -         -
of the Board of Directors,       1999    90,446       -         -
Chief Executive Officer, (a)     1998    53,546       -         -
and President (b) (c)

Bobby R. Adkins, President,      2000    15,385
Chief Executive Officer (d)

(a)	Appointed by the Board of Directors in May 1994.

(b)	Appointed by the Board of Directors in November 1995.

(c)	Died June 28, 2000.

(d)	Appointed by the Board of Directors in July 2000.  The
compensation above is what was earned by him as President and CEO from
the time of his appointment through September 30, 2000.

COMPENSATION OF DIRECTORS

From October 1993 through May 1994, Directors, excluding those who
were also officers or employees of the Company, were eligible to
receive $15,000 annually plus $1,000 per meeting attended as
compensation for their services as Directors.  At the May 31, 1994
meeting the Board suspended indefinitely any compensation for
Directors, and none has been paid to, or accrued for, any Director
since that date.

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

R. Ted Brant       -0-            -0-                 0/           $0.00/
Chairman, Board                                       0            $0.00
of Directors

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


Item 11.  Security Ownership of Certain Beneficial Owners and
Management.

The following tables set forth, as of September 30, 2000, except
as otherwise indicated, information with respect to stock ownership of
(i) each Director of the Company, (ii) each person known by the
Company to own beneficially more than 5 percent of the shares of the
Company's outstanding Common Stock, (iii) each person known to the
Company to own beneficially more than 5 percent of the shares of the
Company's outstanding Series A preferred stock, and (iv) all officers
and directors of the Company as a group.  This information has been
provided to the Company by the persons named below.

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

Transtech Holding
Company, Inc.                4,446,065 (3)    51.85%     103,540 (8)    71.8%
1331 12th Avenue
Suite 109
Gables Office Complex
Altoona, PA 16601

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               20,000 (5)        *
Officers as a group

*Less than 1%


(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 Series A preferred stockholders
became entitled  (pursuant to the articles of incorporation of the
Company), voting separately as a class, to elect two (2)
directors, to serve on the Board in designated positions (the
"Designated Positions") as a result of the Company's failure to
pay six quarterly dividends on the Series A Preferred stock.
Under the articles of incorporation, the holders of Series A
preferred stock cannot vote with common stockholders for the
election of the Company's regular directors while entitled to
elect directors to serve in the Designated Positions.

(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)	Includes outstanding vested stock options (20,000).  This amount
does not include common stock owned by Transtech, whose principal
owners include the Estate of Ted Brant, former Chairman of the
Board of Directors and Chief Executive Officer of the Company, and
Maurice Lawruk and Bob Adkins, Chairman and President of the
Company, respectively, and both directors of the Company.

Item 12.  Certain Relationships and Related Transactions.

EMPLOYMENT CONTRACTS

No employee of the Company had employment contracts during 2000
and 1999.

RELATED PARTY TRANSACTIONS

In May 1994 Triton sold the majority of its equity in the Company
to Transtech.  (See "Note G - Long Term Debt-Affiliate").  At
September 30, 2000, 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 $14,882,000, in the form of
notes that were purchased from Triton.  During fiscal year 2000, the
Company paid $6,000 of the demand loans, and $1,492,000 of interest
expense was recorded against these loans of which none was paid.
During fiscal year 1999 the Company paid $12,000 of the demand loans,
$315,000 was converted into 500,000 shares of common stock, and
$1,340,000 of interest expense was recorded against these loans of
which $228,000 was paid.  At September 30, 2000 the Company has
$5,245,000 of accrued interest due to Transtech recorded on the
balance sheet.  During December 2001, the Company entered into a Note
Modification Agreement with an Affiliate whereby the affiliate has
agreed to extend the repayment terms on the principal and all accrued
but unpaid interest thereon until March 20, 2002.  As a result, the
principal and accrued interest on these notes have been classified as
long-term obligations at September 30, 2000 and 1999.

In July 1996 the Company purchased a 1975 Cessna Citation 500
aircraft owned by Brant, the Chairman of the Board and Chief Executive
Officer of the Company until his death in June 2000, for $708,000.  As
part of the purchase agreement the Company will make monthly payments
directly to Cessna Corporation on the existing loan, the balance being
$636,000 at September 30, 1998.  In August 1997 one of the airplane's
engines required an overhaul which cost $240,000.  Mr. Brant increased
the note with Cessna by $200,000 and personally paid the additional
$40,000, with the $240,000 being charged to a fixed asset account.  At
September 30, 2000, the balance of the loan due Cessna was $736,000.

The Company periodically uses an aircraft owned by Valley Air
Services, Inc. (Valley Air) for travel by its employees, primarily
management.  Valley Air bills the Company an hourly rate based on
flight time.  The President and Chief Executive Officer of Valley Air
was Brant.  After the death of Mr. Brant, his position was assumed by
Maurice Lawruk, who is also a member of the Company's Board of
Directors.  During 2000 the Company was billed $55,000 for use of the
aircraft and during 1999 the Company was billed $89,000.

In January 1996 the Company purchased a 40% interest in a company
called Peakwood, L.L.C. for $150,000.  $115,000 of this amount was
borrowed from the following related parties:  Transportech, a wholly
owned subsidiary of Transtech Holding Co., $20,000; Maurice Lawruk,
Company Director, $40,000; James Affleck, Company Assistant Treasurer,
$34,000; Brant, Company Director and CEO, $15,000; Bobby Adkins,
Company Director, $4,000; and Alice Buford, a shareholder of
Transtech, $2,000.  The Company issued promissory notes bearing an
interest rate of 10% per annum with principal and interest due in
February 1997, at which time the Company exercised its option to
extend the payment date for one additional year.  All interest due
through the renewal date was paid.  In January 1998, all parties
agreed to convert the promissory notes to one year installment loans
with unpaid interest added to the principal and the balance to be paid
in 12 monthly installments with interest at 10%.  The total unpaid
balance at September 30, 1998 of $54,000 was paid in fiscal 1999.  The
Company determined at the close of fiscal 1999 that Peakwood, L.L.C.
would not be profitable in the near future, if ever, and wrote off the
investment as an expense.  The financial statements at September 30,
1999 include $108,000 of expense in the category "other income-net."

During fiscal year 1998, the Company's Board of Directors 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 racetrack,
exhibition site and sales facility, which is expected to be located in
the vicinity of Pittsburgh, Pennsylvania, on real estate near the
Greater Pittsburgh International Airport (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.  The Company acquired a 50% non-voting ownership
interest in LLC in June 1999.  Brant held a 50% voting interest.  At
September 30, 1999, management determined that the amounts due on the
line of credit, outstanding interest and additional advances made by
RTB/AS to Inc. were not collectible given the significant losses
incurred and the financial condition of Inc.  Therefore, the Company
has reserved these amounts totaling $1,911,000.

During 1999 the Company, in conjunction with Brant formed RTB/AS
for the purpose of investing in the auto racing industry.  The Company
contributed $9,875,000 in RTB/AS for a 99% ownership interest, with
Brant owning the remaining 1%.  As previously described, the Company
acquired an ATEI in connection with this transaction.  Currently, the
Company accounts for all amounts received from Brant as a reduction in
its "Investments In And Advances To Affiliated Entities."  During 2000
and 1999, RTB/AS received $647,000 and $568,000, from Brant.  Included
on the balance sheet as a result of this related party activity are
amounts due from Brant of $4,999,000.

During fiscal 1999, RTB/AS also acquired from Brant for $179,000
an option for an additional ATEI in his ownership interest in the auto
racing entity.  This unexercised option expired in January 2000.
Therefore, the Company wrote off this amount and the financial
statements at September 30, 1999 include a charge of $179,000 in
administrative costs.

In prior years, Transportech, Inc. ("Transportech"), a wholly
owned subsidiary of Transtech, advanced the company $123,000.  The
unpaid balance at September 30, 2000 and 1999 was $54,000 and $72,000
respectively

During 1999, the Company advanced $37,000 to Hotel Morgan, an
entity in which Brant has an ownership interest.  During 2000, the
Company received repayments of $22,000.  The balance at September 30,
2000 is $15,000.

During 1999 and 2000, Adkins loaned the company approximately
$190,000 at an average interest rate of 9.26%.  At September 30, 1999
and 2000, the Company owed $54,000 and $4,000 respectively.

In January 1999, Maurice Lawruk loaned the Company $1,000,000.
The proceeds of this loan were used for the investment in RTB/AS.  The
Company repaid the loan in March 1999, plus interest of $39,000.

In November 1998, Brant loaned the Company $168,000 which was
repaid in March 1999 including interest of $11,000.

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

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

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


	SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated:				b-FAST CORP.



BY:	__________________________________
Bobby Ray Adkins
Chief Executive Officer and
Director





BY:	__________________________________
Paul R. Slack
Chief Accounting Officer
and Controller


	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



                        	Chairman of the Board
Maurice A. Lawruk		and Director


                        	Director
Bobby R. Adkins


                        	Director
James R. Affleck, Jr.


                        	Director
Alice F. Buford


                        	Director
Richard W. Bran

b-FAST CORP.
AND SUBSIDIARY COMPANIES
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 Certified Public Accountants	S-2

        Consolidated Balance Sheets at                          S-3
	September 30, 2000 and 1999

        Consolidated Statements of Operations                   S-5
	for the years ended September 30, 2000
	and 1999

        Consolidated Statements of                              S-6
	Stockholders' Deficiency for the years
	ended September 30, 2000 and 1999

        Consolidated Statements of Cash Flows                   S-7
	for the years ended September 30, 2000
	and 1999

        Notes to Consolidated Financial Statements              S-9

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders of
b-Fast Corp.
Newtown, Pennsylvania
We have audited the accompanying consolidated balance sheets of b-Fast
Corp. (formerly Aero Services International, Inc.) and Subsidiaries as
of September 30, 2000 and 1999 and the related consolidated statements
of operations, stockholders' deficit, and cash flows for the years then
ended. 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 auditing standards generally
accepted in the United States of America.  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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of b-
Fast Corp. and Subsidiaries at September 30, 2000 and 1999, and the
results of their operations and their cash flows for the years then
ended in conformity with accounting principles generally accepted in
the United States of America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note C to
the financial statements, the Company has suffered operating losses of
$1,130,000 and $1,810,000 for the years ended September 30, 2000 and
1999, respectively.  Additionally, the Company has deficiencies in
working capital and stockholders' equity of $1,755,000 and $16,404,000,
respectively, at September 30, 2000.  The aforementioned items raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to this matter are also described in Note
C. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

						/s/BDO Seidman, LLP
Philadelphia, PA
November 19, 2001, except for Note G, which is as of December 7, 2001.


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

(Dollar amounts in thousands)

ASSETS                                         2000        1999

CURRENT ASSETS
 Cash                                       $   177 $        87
 Restricted cash                                  -       3,081
 Investments in and advances to affiliated
   entities                                     459           -
 Customer receivables, less allowance for
 doubtful accounts of $27 and $31, respectively 432         223
 Inventories                                     59          38
 Prepaid expenses and other current assets      150         271
 Assets held for sale                           136           -

TOTAL CURRENT ASSETS                          1,413       3,700

PROPERTY AND EQUIPMENT
 Transportation equipment                     1,250       1,250
 Machinery and equipment                        150         140
 Furniture and fixtures                          89          89
 Leasehold improvements                          94          80

                                              1,583       1,559
Less:  Accumulated depreciation
   and amortization                             594         426

PROPERTY AND EQUIPMENT, NET                     989       1,133

OTHER ASSETS
 Restricted cash                                421         399
 Assets held for sale                             -         136
 Investments in and advances to affiliated
   entities, net of reserves                  8,816       9,750

TOTAL OTHER ASSETS                            9,237      10,285

TOTAL ASSETS                                $11,639     $15,118

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

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

(Dollar amounts in thousands)

LIABILITIES                                         2000       1999
CURRENT LIABILITIES
 Current maturities of long term debt-affiliate  $   132    $   193
 Current maturities of long term debt-other          244        195
 Accounts payable-trade                              565        687
  Accrued expenses
   Fuel taxes                                        850        850
   Interest and penalties - fuel taxes               818        818
   Other                                             559        510
   Property taxes - Chicago FBO                        -      2,072

TOTAL CURRENT LIABILITIES                          3,168      5,325

LONG TERM OBLIGATIONS, less current maturities
 Affiliate debt                                   15,539     15,624
 Affiliate interest                                5,245      3,753
 Other                                               156        204

TOTAL LONG TERM OBLIGATIONS                       20,940     19,581

COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST                                    124        125

REDEEMABLE PREFERRED STOCK AND ACCRUED DIVIDENDS
 Series A Cumulative Convertible Preferred  Stock
 no par value - authorized 500,000 shares - issued
 and outstanding 144,185 shares in 2000 and 1999
 (redemption value - $3,850 and $3,711,
 respectively)                                     3,811      3,652

STOCKHOLDERS' DEFICIENCY
 Preferred stock - authorized, 1,000,000 shares
  of no par value, 500,000 designated Series
  A cumulative convertible preferred stock             -           -
 Common stock - authorized, 60,000,000 shares
  of no par value; issued 8,070,052;
  outstanding 7,998,052 shares                    10,705     10,705
 Additional paid-in capital                        4,233      4,392
 Accumulated deficit                             (31,105)   (28,425)
                                                 (16,167)   (13,328)
    Less:  Common stock in treasury
     (72,000 shares at cost)                         237        237

TOTAL STOCKHOLDERS' DEFICIENCY                   (16,404)   (13,565)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY   $11,639    $15,118

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,

(Dollar amounts in thousands, except per share amounts)

                                                         2000       1999

NET SALES                                             $ 3,637    $ 6,426

COSTS AND EXPENSES
 Cost of sales                                          1,731      2,438
 Departmental costs, net of favorable real estate
  tax settlement of Chicago FBO of $1,191 in 1999       1,994      1,835
 Administrative costs                                   1,042      3,963


                                                        4,767      8,236

(LOSS) FROM OPERATIONS                                 (1,130)    (1,810)

 Gain on the sale of FBO operations                         -     17,562
 Minority interest in loss
  of subsidiary                                             1          2
 Interest (expense)-affiliates                         (1,475)    (1,475)
 Interest (expense)-other                                (130)      (143)
 Other income, net                                         54        248

INCOME (LOSS) BEFORE TAXES                             (2,680)    14,384
 Deferred tax expense                                       -      5,000

NET INCOME (LOSS)                                      (2,680)     9,384

 Preferred dividends                                     (138)      (138)

 Accretion of preferred stock                             (21)       (26)

 Net income (loss) applicable to common
  Stockholders                                        $(2,839)   $ 9,220


Net income (loss) per share
        Basic                                         $  (.35)    $ 1.18
        Dilutive                                      $  (.35)    $ 1.10

Weighted average shares outstanding:
        Basic                                       7,998,052  7,784,353
        Dilutive                                    7,998,052  8,523,673


The accompanying notes are an integral part of these consolidated
statements

b-Fast Corp. and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
For the years ended September 30, 2000 and 1999

(Dollar amounts in thousands)

<TABLE>
                                                          Additional
                  Common  Stock        Preferred Stock     Paid-In        (Accumulated       Treasury Stock          Total
                  Shares   Amount      Shares   Amount     Capital          Deficit)           Shares Amount

                 <c>     <c>         <c>      <c>        <c>                <c>             <c>     <c>            <c>

Balance at
September 30,
1998                 -     $ -     7,070,052  $ 8,702    $ 3,146        $ (37,809)         72,000   $ (237)       $ (26,198)


Conversion of
Preferred
stock                        -       500,000    1,688      1,410                -               -        -            3,098

Conversion of
 debt for
stock                        -       500,000      315          -                -               -        -              315

Accretion of
 redeemable
 preferred
stock                        -             -        -        (26)               -               -        -              (26)


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



Net income                                 -        -          -            9,384               -        -            9,384







Balance at
September 30,
1999                 -       -     8,070,052   10,705      4,392          (28,425)         72,000     (237)         (13,565)


Accretion of
 redeemable
 preferred
stock                        -             -        -        (21)               -               -        -              (21)


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



Net (loss)                   -             -        -          -           (2,680)              -        -           (2,680)









Balance at
September 30,
2000                 -    $  -     8,070,052 $ 10,705  $   4,233       $  (31,105)         72,000   $ (237)     $   (16,404)


</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,

(Dollar amounts in thousands)

                                                                2000       1999

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)                                            $(2,680)   $ 9,384
Adjustments to reconcile net income (loss)
		to net cash used in operating activities:
Depreciation and amortization                                    168        268
Reserves on advances to affiliates                               125      2,107
Minority interest                                                 (1)        (2)
Loss on the write-down of investment                               -        108
Gain on the sale of FBO operations                                 -    (17,562)
Settlement of accrued real estate taxes                            -     (1,191)
Deferred taxes                                                     -      5,000
Change in assets and liabilities:
(Increase) decrease in restricted cash                         3,059     (3,480)
(Increase) decrease in accounts receivable                      (209)       162
(Increase) in inventory                                          (21)        (5)
(Increase) in prepaid expenses                                    (4)      (185)
Decrease in other assets                                           -        110
Decrease in sinking fund                                           -        330
Increase (decrease) in accounts payable-trade                   (122)       206
Increase (decrease) in accrued expenses                       (2,023)      (276)
Increase in accrued interest - affiliate                       1,492      1,090
Net cash (used in) operating activities                         (216)    (3,936)


CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                              (24)      (524)
 Investment in affiliated entities                                 -     (4,275)
 Advances and loans to affiliated entities                      (171)    (6,043)
 Return on investments in affiliated entities                    646        568
 Repayments of notes receivable                                    -        500
 Capital contribution of minority interest                         -        127
 Proceeds from sale of FBO                                         -     17,750

Net cash provided by investing activities                        451      8,103



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,


(Dollar amounts in thousands)


                                                                2000       1999

CASH FLOWS FROM FINANCING ACTIVITIES


 Net advances on line of credit-affiliate                     $   -     $(1,911)
 Proceeds from issuance of long term debt-affiliate             135       1,502
 Proceeds from issuance of long term debt-other                 196       1,161
 Principal payments of long term debt-affiliate                (281)     (1,398)
 Principal payments of long term debt-other                    (195)     (3,675)

Net cash (used in) financing activities                        (145)     (4,321)

Net increase (decrease) in cash and cash equivalents             90        (154)
Cash and cash equivalents, at beginning of year                  87         241

Cash and cash equivalents, at end of year                     $ 177     $    87


Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
 Interest                                                      $109    $    512


Supplemental Schedule of Non-cash Investing and Financing Activities
Dividends on the Company's preferred stock were accrued in the amount
of $138 in 2000 and 1999.  Accretion on the Company's preferred stock
was accrued in the amount of $21 in 2000 and $26 in 1999.

In December 1998, the Company's major shareholder, Transtech Holding
Company, Inc., converted $315 of debt owed to it by the Company into
500,000 shares of the Company's common stock and converted 125,000
shares of series A preferred stock into 500,000 shares of common stock.

In connection with the sale of the Chicago FBO operations in March
1999, Company debt totaling $1,012 was assumed by the buyer.
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"), formerly Aero Services International,
Inc., supplies ground support services for general aviation aircraft at
airports located in Harrisburg, Pennsylvania, and until its sale in
October 2000, Morgantown, West Virginia, with its facilities more
commonly referred to as "Fixed Base Operations" or "FBOs." (See Note F -
Assets Held for Sale)  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 and office 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.  The net gain on the sale was $17,070. Net sales of the
Chicago FBO for fiscal year 1999 up to the date of its sale were $4,249.
Net proceeds received by the Company at settlement were $10,829 with the
remainder held in various escrow accounts to pay off $3,511 in
industrial revenue bonds and to settle other contingent liabilities for
real estate taxes ($3,020) and EPA cleanup ($390) as described in Note D
- Summary of Significant Accounting Policies. During November 1998, the
Company received the balance of its note receivable ($500) associated
with the sale of its New Orleans FBO.  The Company also recognized the
balance of the deferred gain from the prior sale of its New Orleans FBO
of $492 in fiscal year 1999.

As described below, substantially all of the net proceeds were used to
fund various transactions entered into by the Company and its former
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"), another entity owned 100% by Brant.
Racing financed an Indy car racing team during 1999 and 1998.
Racing 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 in Pittsburgh, PA. ("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 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 in Pittsburgh, PA was successful. In return,
Inc. obtained a forbearance 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 had 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.

	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 a majority owned subsidiary.  In June 1999,
the Company formed RTB/AS, L.L.C. ("RTB/AS") for the purpose of
making investments in the auto racing industry. 	The Company owns a
99% interest in RTB/AS and Brant owns a 1% interest. During fiscal
1999, 	RTB/AS advanced $9,708 to Brant. The advances were structured
as a note of $4,265 bearing interest at 8% per annum, various
interest-free advances totaling $1,168 and a purchase of an After
Tax Economic Interest ("ATEI") in Brant's 30% ownership interest in
the auto racing entity for $4,275.  The ATEI is defined as dividends
and other distributions minus all of the applicable income taxes of
Brant from his 30% ownership interest in the auto racing entity.

	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.

	Currently, the Company accounts for all amounts received from Brant
as a reduction in its investments in and advances to affiliated
entities.  Management believes that all amounts to be received from
Brant, including the ATEI, will be sufficient to satisfy the loans,
note and advances discussed above.  Additionally, the Company has
not recorded interest income on the $4,265 note to Brant.
Management believes that this accounting treatment is conservative
and it will evaluate this treatment on an annual basis. During 2000
and 1999, RTB/AS received $647 and $568, respectively, from Brant.

	During 1999, RTB/AS also acquired from Brant an option for $179 for
an additional ATEI in Brant's ownership interest in the auto racing
entity.  This unexercised option expired in January 2000.
Therefore, the Company wrote off this amount and the financial
statements at September 30, 1999 include a charge of $179 in
administrative costs.

The chart that follows is a reconciliation of "Investments In and
Advances to Affiliated Entities" as of September 30, 2000 and 1999:

        Balance at October 1, 1998                                        $  -
	Net advances on line of credit to Inc.	              $ 1,911
        Reserve on advances to Inc.                            (1,911)       -
	Amounts advanced to Brant*
          Purchase of ATEI                                     $4,275
          Note bearing interest at 8% per annum                 4,265
          Various interest-free advances                        1,168    9,708
        Additional interest free advances to Brant                         610
	Cash received from Investments in and
        Advances to affiliated entities                                   (568)
	Investments in and advances to affiliated
          entities, net of reserves as of September 30, 1999             9,750

      Additional interest free advances to Brant                           171
	Cash received from Investments in and
          Advances to affiliated entities                                 (646)

	Investments in and advances to affiliated
          entities, net of reserves as of September 30, 2000            $9,275

                                                           September 30,
                                                             2000         1999

 Current                                                   $  459       $    -
 Long-term                                                  8,816        9,750

                                                           $9,275       $9,750

* To finance purchase of Brant's acquisition of an ownership interest
in an auto racing entity.

** Unrelated to Brant's acquisition of an ownership interest in an auto
racing entity.


NOTE C - MANAGEMENT'S PLANS

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

At September 30, 2000, the Company had a working capital deficiency of
$1,755, stockholders' deficiency of $16,404, and incurred a net loss of
$2,680 in 2000. Management is exploring a possible opportunity to
acquire a 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 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 to Transtech,
a related party.  Historically, the Company has obtained deferrals with
respect to the payment of interest and principal on it's debt to
Transtech and has no reason to believe it will be unable to obtain
additional deferrals in the future.

The shareholders have authorized the issuance of additional shares of
common stock, no par value, in consideration of the forgiveness by
Transtech Holding Company, Inc. ("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.  Until the
Company is current with its reporting obligations under the Securities
Exchange Act of 1934, as amended ("1934 Act"), additional registered
shares of common stock will not be issued and the proposal cannot be
implemented.  The Company plans to complete all necessary filings in
order to enable the Company to effect the registration of additional
shares of common stock and to be in compliance with the 1934 Act.

The financial condition of the Company raises substantial doubt about
its ability to continue as a going concern.  The financial statements
do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and
classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.


NOTE 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, its wholly owned subsidiary, Beckett Aviation, Inc., and
its majority-owned subsidiary, RTB/AS.  All intercompany accounts
and transactions have been eliminated.

2.	Restricted Cash

	At September 30, 1999, restricted cash includes approximately
$3,081 held in escrow for real estate taxes and $399 for potential
EPA cleanup costs for the FBO located in Chicago, Illinois.  The
Company reached a settlement with the State of Illinois for
outstanding real estate taxes in the amount of $1,999 which
resulted in the Company reducing departmental expenses by $1,191 in
fiscal 1999.  The balance in escrow for payment of the real estate
taxes in excess of the settlement amount was released to the
Company for general corporate purposes.

	The amounts held in escrow for EPA cleanup may be used to replace
the fuel farm at the Chicago FBO.  The escrow agreement related to
the EPA cleanup expires in March 2002.

3.	Inventories

	Aircraft parts and accessories, fuel, and supplies, are stated at
the lower of cost or market, principally on a moving average unit
cost basis. Provisions are made for obsolete and slow moving,
excess quantity and damaged inventory.

4.	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 seven to twenty-two years.  Maintenance and repair
costs are charged to operations as incurred.  Leasehold
improvements are amortized over the estimated service lives of the
improvements or the remaining lives of the respective leases,
whichever is shorter.

5.	Revenue Recognition

	All revenue is recognized as goods and services are provided.


6.	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.

7.	Income (loss) Per Common Share

	Basic net income (loss) per share includes no dilution and is
calculated by dividing net income (loss) by the weighted average
number of common shares outstanding for the period.  Dilutive net
income (loss) per share reflects the potential dilution of
securities that could share in the net income of the Company
through the exercise of stock options and the conversion of
preferred stock and is computed by dividing the net income
available to common stockholders by the weighted average number of
common and common equivalent shares outstanding during the period.
Equivalents, including stock options and convertible preferred
stock, were not included in diluted net loss per share as their
effect would be antidilutive for the year ended September 30, 2000.

8.	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.  At September 30, 2000 and 1999, there
was no impairment of long-lived assets.

9.	Financial Instruments and Credit Risk

The carrying amount of financial instruments including cash,
customer receivables and advances receivable - affiliate
approximate fair value at September 30, 2000 and 1999, 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.


10.	Use of Estimates

	The preparation of financial statements in conformity with
generally accepted accounting principles 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.

11. 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.

12. Earnings per Share

SFAS 128, "Earnings per Share" replaced primary and fully diluted
earnings per share with basic and diluted earnings per share.
Under these requirements, the dilutive effect of cumulative
convertible preferred stock is excluded from the calculation of the
basic earnings per share.  Diluted earnings per share is calculated
similarly to fully diluted earnings per share as required under APB
15.  SFAS became effective for the Company's fiscal 1999 financial
statements.

13. Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board (FASB)
issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities." The Statement establishes accounting and
reporting standards requiring that derivative instruments
(including certain derivative instruments embedded in other
contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value. The statement is effective
for fiscal years beginning after June 15, 2000. The Company has
determined that there was no impact from the implementation of
SFAS No. 133.

In December 1999, the Securities and Exchange Commission staff
released Staff Accounting Bulletin ("SAB") No. 101, "Revenue
Recognition in Financial Statements."  This pronouncement provides
guidance on the recognition, presentation and disclosure of
revenue in financial statements.  The Company believes that the
adoption of SAB No. 101 has no impact on its financial position or
results of operations.

In March 2000, the Financial Accounting Standards Board issued
FASB Interpretation No. 44, Accounting for Certain Transactions
Involving Stock Compensation (an interpretation of APB 25). This
interpretation clarifies the application of APB No. 25 by
clarifying the definition of an employee, the determination of
non-compensatory plans and the effect of modifications to stock
options.  This interpretation was effective July 1, 2000 and did
not affect the Company's consolidated financial statements.

In July 2001, SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets" were issued. SFAS 142
addresses financial accounting and reporting for acquired goodwill
and other intangible assets. It requires, among other things, that
companies no longer amortize goodwill, but instead test goodwill
for impairment at least annually. SFAS 142 is required to be
applied for fiscal years beginning after December 15, 2001.
Currently, the Company has no recorded goodwill and will assess
how the adoption of SFAS 141 and SFAS 142 will impact its
financial position and results of operations in any future
acquisitions.

The FASB recently issued FASB Statement No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets.  The new guidance
resolves significant implementation issues related to FASB
Statement No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of.  Statement 144
is effective for fiscal years beginning after December 15, 2001.
Management has not determined the potential impact on financial
position or results of operations.

NOTE E - INVENTORIES

Inventories at September 30 were comprised of:		2000	1999

Aircraft parts and accessories, oil and supplies         $14     $ 9

Fuel                                                      45      29
                                                         $59     $38

NOTE F - ASSETS HELD FOR SALE

At September 30, 2000 and 1999, the assets held for sale, primarily
property and equipment related to its West Virginia FBO, totaled $136
and are classified as  assets held for sale on the consolidated balance
sheet.

In October 2000, the Company sold these assets for cash in the amount of
$150 and terminated its lease for that facility.

NOTE G - FINANCING ARRANGEMENTS

Long-Term Debt Schedule at September 30                         2000     1999

Affiliate - Unsecured demand notes bearing interest
  at prime +2% (11.5% at September 30, 2000).
  (See note modification below.)                               $7,972   $7,978

Affiliate - Installment note bearing interest
  at prime (9.5% at September 30,
  2000).  Quarterly payments of $300 plus
  interest beginning October 1999, and
  is collateralized by a first priority
  interest, mortgage, 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    6,910

Installment note bearing interest at
  prime +1.75% (11.25% at September 30, 2000)
  held by the Company's primary fuel dealer.
  Payment is made by way of a 4.5 cent per
  gallon fuel rebate on jet fuel purchases with
  a minimum annual principal reduction of $45.                    178      210

Installment note bearing interest at prime + 1.2%
  (10.7% at September 30, 2000) to a finance company
  collateralized by a Cessna aircraft (see note L)
  -requiring monthly payments of $12 including
  interest, until September 2007.                                 736      807

Affiliate - Unsecured demand note bearing
  interest at 9.378%.                                               -       50

Other                                                             275      261
                                                               16,071   16,216

Less: Current maturities of long term debt                        376      388

                                                              $15,695  $15,828


Annual maturities of long-term debt at September 30, 2000 are as follows:

	 Year ending
	September 30,
            2001                                  $   376
            2002                                   15,031
            2003                                      144
            2004                                      146
            2005                                      113
         Thereafter                                   261
                                                  $16,071

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, 2000 is $1,946.

Note Modification

On December 7, 2001, the Company entered into a Note Modification
Agreement with an Affiliate whereby the affiliate has agreed to extend
the repayment terms on the principal and all accrued but unpaid
interest thereon until March 20, 2002.  As a result, the principal and
accrued interest on these notes have been classified as long-term
obligations at September 30, 2000 and 1999.

NOTE H - INCOME TAXES

The Company has net operating loss carryforwards aggregating
approximately $18,600 and $17,400, respectively at September 30, 2000
and 1999 expiring through 2013.  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 $11,600 and $10,700 at September
30, 2000 and 1999, respectively, is offset by a valuation allowance of
the same amount.  Accordingly, no deferred tax asset is reflected in
these financial statements.
Certain amounts of the net operating loss carryforwards may be limited
due to possible changes in the Company's stock ownership.  In
addition, the sale of common stock by the Company to raise additional
operating funds, could limit the utilization of the otherwise
available net operating loss carryforwards.
During the year ended September 30, 1999, the Company recorded the
deferred tax expense related to the reversal of the deferred tax asset
recorded in fiscal 1998 in connection with the realized gain on the
sale of the Chicago FBO.


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

        September 30,                                  2000             1999
             Net deferred income tax assets:
                 Net operating loss carryforward   $  7,448        $   6,965
                 Accrued interest                     2,100            1,501
                 Reserves on advances to affiliates     900              851
                 Accruals for real estate and
                 other taxes                            668            1,150
                 Other                                  509              246
                                                     11,625           10,713
                 Valuation allowance                (11,625)         (10,713)
                 Net deferred income tax asset      $     -        $       -

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 2003, with certain options for renewal.  The
terms of the leases provide for monthly payments of a fixed amount
with certain escalation clauses and in one-location 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, 2000 are
as follows:

	 Year ending
	September 30,
            2001              $73
            2002               10
            2003                4

                              $87

	Rental expense for all operating leases for each of the years ended
September 30, 2000 and 1999 was $536 and $683, respectively.

	The Company subleases office space under short-term and long-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 $44 and
$83, for the years ended September 30, 2000 and 1999.

2.  Litigation

	The Company is subject to several complaints filed over the past
several years in different courts or administrative agencies on a
variety of grounds.  The Company is also exposed to a number of
asserted and unasserted potential claims.  These matters are
encountered in the ordinary course of business.  In the opinion of
management, the resolution of these matters, either individually or
in the aggregate, will not have a material adverse effect on the
Company's financial position, cash flow, and operations. Management
believes that it has established adequate reserves for all of these
claims as to which the Company believes it has strong defenses and
intends to vigorously defend its position.

	From December 1994 through December 1996, the Company received
quarterly tax assessments from the State of New York for periods
from September 1991 through November 1993 ("Assessments"). The
Company had ceased doing business in New York in November 1993. The
assessments resulted from an audit performed in September 1994, and
totaled approximately $2,600 including interest and penalties as of
September 30, 2000. The Company had recorded a charge of $1,668 for
principal ($850) and interest and penalties thereon ($818) in fiscal
years prior to September 30, 1999.  These amounts are reflected as
accrued expenses at September 30, 2000 and 1999. On November 7,
2001, an Administrative Law Judge sustained the Assessments together
with penalties and interest. The Company is currently appealing this
decision and has not provided for the incremental amounts assessed
as management believes it will settle this matter for an amount not
materially in excess of the amount recorded

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, 2000.

	At September 30, 2000 the Company has included in its financial
statements an accrual for environmental remediation of $107.  Based
on estimates by the engineering firms conducting the remediation
projects, the Company has sufficient reserves should any additional
problems arise during remediation.  Additionally, the Company, will
be reimbursed by the Wisconsin Petroleum Environmental Cleanup Fund
for substantially all remediation expenses incurred.  The accrual of
$107 has not been reduced by any expected future reimbursements from
Wisconsin.

	See Note D.2. for additional environmental matters.

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, 2000 and 1999 were not significant.

NOTE K - CAPITAL STRUCTURE AND STOCK OPTIONS

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 of the
1,000,000 shares of Preferred Stock. 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 Holding Co., Inc. ("Transtech").  The conversion rate for
Transtech will remain at 4 shares of common stock for each share of
Series A preferred stock held.

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
is charged to additional paid-in capital.  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.  By its terms, the Series A Preferred Stock may not be
redeemed unless full accrued dividends have been paid on all
outstanding shares, and also, if such redemption would reduce working
capital below $9,000 or cash below $1,500.  At September 30, 2000 and
1999, respectively, the Company had accrued and unpaid dividends
totaling $1,903 and $1,765, a working capital deficit of $1,755 and
$1,625, and a cash balance of $177 and $87, respectively. The accrued
and unpaid dividends on the series A preferred stock are included in
Redeemable Preferred Stock.  No dividends were paid in 2000 or 1999.
The Company's obligation to redeem shall be cumulative.

The Company has the option, subject to payment of full dividends, to
redeem the Series A preferred stock in whole or in part at $13.50 per
share for the year ended August 1, 1994 and thereafter.

During the year ended September 30, 1999, Transtech Holding Company
("Transtech"), an affiliate, converted 125,000 shares of series A
preferred stock to 500,000 shares of common stock.

At September 30, 2000, the Company has reserved 739,320 shares of common
stock for the conversion of outstanding Series A preferred stock.


The following is a schedule of the changes in Redeemable Preferred Stock
for the years ended September 2000 and 1999.

                                       Series A
                                       Shares                  Amount

Balance September 30, 1998             269,185                 $ 6,586

Conversion to common stock            (125,000)                 (3,098)

Accretion of Series A
  Preferred Stock                            -                      26

Dividends                                    -                     138

Balance September 30, 1999             144,185                   3,652

Accretion of Series A
  Preferred Stock                            -                      21

Dividends                                    -                     138

Balance September 30, 2000             144,185                $  3,811


Stock Options

The Company adopted a Stock Option Plan in September 1989 to extend for
a period of ten years.  Stock appreciation rights in the same amounts
have been granted to holders of stock options and can be exercised by
surrendering related stock options.  There were no awards granted in
2000 or 1999.  The options and related stock appreciation rights
generally vest over three years and expire 10 years after granting.  At
September 30, 2000, fully vested options exercisable to acquire 20,000
shares of common stock with an average exercise price of $0.16 per
share were outstanding.  The plan terminated in September 1999 since no
action was taken by the Board of Directors to extend it.  Termination
of the plan does not affect any options previously granted.

Prior to establishment of the Plan, the Company on December 10, 1987,
granted non-qualified stock options to Robert L. Starer, then
President and Chief Executive Officer, to acquire 1,000,000 shares of
common stock at a price of $2.00 per share. During fiscal year 1998,
200,000 of these options expired and the remaining 800,000 expired
during fiscal year 1999.

During 1995, the FASB adopted Statement of Financial Accounting
Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation," which has recognition provisions that establish a fair
value based method of accounting for stock-based employee compensation
plans and established fair value as the measurement basis for
transactions in which an entity acquires goods or services from
nonemployees in exchange for equity instruments. SFAS 123 also has
certain disclosure provisions. Adoption of the recognition provisions
of SFAS 123 with regard to these transactions with non-employees was
required for all such transactions entered into after December 15,
1995. The recognition provision with regard to the fair value based
method of accounting for stock-based employee compensation plans is
optional. The Company has decided to continue to apply Accounting
Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock
Issued to Employees," for its stock-based employee compensation
arrangements. APB 25 uses what is referred to as an intrinsic value
based method of accounting. The Company will provide the disclosures
when required.
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, 2000, 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 $14,882 at
September 30, 2000, in the form of notes that were purchased from
Triton.  During fiscal year 1999, the Company paid $12 of the demand
loans, $315 was converted into 500,000 shares of common stock, 125,000
shares of series A preferred stock was converted into 500,000 shares of
common stock and $1,340 of interest expense was recorded against these
loans of which $228 was paid.  During fiscal year 2000, the Company
paid $6 of the demand loans, and $1,492 of interest expense was
recorded against these loans of which none was paid.  At September 30,
2000 and 1999, the Company has $5,245 and $3,753 of accrued interest
due to Transtech recorded on the balance sheet.

In prior years, Transportech, Inc. (Transportech), a wholly owned
subsidiary of Transtech, advanced the Company $123.  The unpaid balance
at September 30, 2000 and 1999 was $54 and $72, respectively.

In July 1996 the Company purchased a 1975 Cessna Citation 500 aircraft
owned by Brant for $708.  As part of the purchase agreement the Company
will make monthly payments directly to Cessna Corporation (Cessna) on
the existing loan.  In August 1997 one of the airplane's engines
required an overhaul, which cost $240. Mr. Brant increased the note
with Cessna by $200 and personally paid the additional $40, with the
$240 being charged to a fixed asset account.  At September 30, 2000,
the balance of the loan due Cessna was $736.

The Company periodically uses an aircraft owned by Valley Air Services,
Inc. (Valley Air) for travel by its employees, primarily management.
Valley Air bills the Company an hourly rate based on flight time.  The
President and Chief Executive Officer of Valley Air was Brant.  After
the death of Brant, Maurice Lawruk assumed his position.  During 1999,
the Company was billed $89 for use of the aircraft and during 2000 the
Company was billed $55.


In January 1996 the Company purchased a 40% interest in Peakwood,
L.L.C. ("Peakwood") for $150.  $115 of this amount was borrowed from
the following related parties:

                Transportech                          $ 20
		Maurice Lawruk, Director		40
		James Affleck, Assistant Treasurer	34
		R. Ted Brant, CEO and Director		15
                Bobby Adkins, Director                   4
                Alice Buford, Director                   2
                                                      $115

The Company issued promissory notes bearing an interest rate of 10%
per annum with principal and interest due in February 1997, at which
time the Company exercised its option to extend the payment date for
one additional year.  All interest due through the renewal date was
paid.  In January 1998, all parties agreed to convert the promissory
notes to one-year installment loans with unpaid interest added to the
principal and the balance to be paid in 12 monthly installments with
interest at 10%.  The total unpaid balance at September 30, 1998 of
$54 was paid in fiscal 1999.  The Company determined at the close of
fiscal 1999 that Peakwood would not be profitable in the near future,
if ever, and wrote off the investment as an expense.  The financial
statements at September 30, 1999 include $110 of expense in the
category "other income-net."

During 1999, the Company advanced $37 to Hotel Morgan, an entity in
which Brant has an ownership interest.  During 2000, the Company
received repayments of $22.  The balance at September 30, 2000 is $15.

During 1999 and 2000, Bobby Adkins loaned the Company approximately
$190 at an average interest rate of 9.26%.  At September 30, 1999 and
2000, the Company owed $54 and $4, respectively.

In January 1999, Maurice Lawruk loaned the Company $1,000.  The
proceeds of this loan were used for the investment in RTB/AS.  The
Company repaid the loan in March 1999, plus interest of $39.

In November 1998, Brant loaned the Company $168 which was repaid in
March 1999 including interest of $11.

See Note B - Significant Transactions for additional related party
transactions.


NOTE M - EARNINGS PER SHARE

The chart that follows is a reconciliation from basic earnings (loss)
per share to diluted earnings per share:

Year ended September 30                            2000            1999
Determination of shares:
        Average common shares outstanding       7,998,052        7,784,353
	Series A Cumulative Convertible
          Preferred Stock                               *          739,320

Diluted average common shares outstanding       7,998,052        8,523,673

*  The effect of Series A Cumulative Convertible Preferred Stock would
be antidilutive.



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)

* 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.