U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-KSB

(Mark One)

[ X ]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
   For the fiscal year ended September 30, 2003

[   ]	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 None.  Name of each exchange on which registered None

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

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

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

Check whether the registrant (l) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes X    No __

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

State issuer's revenues for the year ended September 30, 2003.
$3,690,777

State the aggregate market value of the voting stock held by non-
affiliates as of September 30, 2003.

-	Common Stock (without par value)	$69,408
        (1) See Note Below

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




(1)	Based upon the average bid and asked prices of b-Fast's
Common Stock as of September 30, 2003.

(2)	Based upon the average bid and asked price of b-Fast's Series
A Cumulative Convertible Preferred Stock as of September
30, 2003.

State the number of shares outstanding of each of the Company's
classes of common equity as of September 30, 2003:

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

PART I

Forward-Looking Statements

Certain statements in this report are forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995.  Actual results may differ
materially from those indicated in such statements due to a
number of factors, including changes in customer spending
patterns and in demand for aviation fuel.

Additional factors that may affect our business and
financial results are the effect of planned and unplanned
outages on our operations; the potential impact of strikes or
work stoppages at facilities of our customers and suppliers;
the sensitivity of our results to relatively small changes in
the prices we obtain for our products; competition; the
consolidation of many of our customers and suppliers; the
costs associated with environmental controls and remediation
expenditures and the uncertainty of future environmental
control requirements; availability and prices associated with
raw materials, supplies, utilities and other services and
items required by our operations; employment matters; our
ability to obtain new capital at reasonable costs and terms;
and the effect of existing and possible future lawsuits
against us.  The forward-looking statements included in this
document are based on information available to us as of the
date of this report, and we assume no obligation to update any
of these statements.

Item 1.  Description of Business

GENERAL DEVELOPMENT OF BUSINESS

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

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

During fiscal year 1999, b-Fast entered into several
transactions involving the auto racing industry, all of which
were anticipated to diversify the business risks associated
with our then dependency on general aviation services.  During
fiscal year 2002, these transactions produced a major source
of our cash flow, amounting to $1,279,000.  During fiscal year
2003 we received $451,000 from RTB/AS, L.L.C. ("RTB/AS"),
which more than offset the $302,000 used in operations.  We
expect a similar cash flow in fiscal 2004.

SIGNIFICANT TRANSACTIONS

During fiscal 1994, Triton Energy Corporation ("Triton")
b-Fast's then principal shareholder and creditor, sold all of
the b-Fast indebtedness, common stock and a large portion of
b-Fast's Series A Cumulative Convertible Preferred Stock
("Series A Stock") to Transtech Holding Co., Inc.
("Transtech").  See Item 12 for additional information.

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

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

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

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

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

In June 1999, we acquired a 50% non-voting interest in
Brant Motorsports, LLC, ("LLC"), a Delaware limited liability
company, with Brant owning a 50% voting interest.  In
January 2000, as part of a restructuring of its operations and
finances, Inc. transferred all of its assets and liabilities
to LLC.  The transfer offered an opportunity for us to collect
on the indebtedness of Inc.  In connection with the transfer
of the indebtedness from Inc. to LLC, Inc. obtained relief
from us from collection on all amounts outstanding.  However,
in recent years the project of getting a racetrack built by
LLC has continued forward slowly and we advanced additional
amounts to pay for consulting services on behalf of LLC.
These advances were also reserved, and the reserved amounts
total $2,288,000 at September 30, 2003.

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

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

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

BUSINESS OF ISSUER

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

Line Services

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

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

Hangar Leasing

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

Commercial Airline Services

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

SUPPLIES

60% of our sales during the fiscal year ended
September 30, 2003 was derived from the sale of fuel.  The
availability of an adequate supply of fuel, particularly jet
fuel, is critical to our operations.  In order to develop a
more stable fuel supply arrangement, we entered into a fueling
agreement with Avfuel Corporation beginning in October 1998.
 Management believes that our present allocations of fuel and
other supplies are adequate to meet overall demand for the
foreseeable future.  Supplies could be interrupted, curtailed
or allocated to other providers of fuel services for a variety
of reasons, including, but not limited to, a refinery
shutdown, severe weather or war.

RESEARCH AND DEVELOPMENT:  NEW PRODUCTS

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

ENVIRONMENTAL PROTECTION

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

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

We do not presently maintain insurance covering losses
associated with environmental contamination.  As of September
30, 2003, we are aware of three potential claims for
environmental contamination.  The first site involves a
formerly operated facility in North Carolina where we may be
liable (jointly with others) for cleanup of a fuel farm.  Our
liability in the matter is limited to $47,000.  The second
claim involves a site (sold in June 1988) in Wisconsin where
we believe we have substantially completed the cleanup and are
in the process of reaching closure.  Costs of the Wisconsin
cleanup are substantially borne by a Trust Fund of the State
of Wisconsin.  The third site involves a facility in Illinois
which was sold by us in 1999.  At the time of the sale, we
established an escrow fund of $390,000 to provide for any
cleanup which may be necessary when the fuel tanks are later
removed.  This escrow fund expired in March 2002 and $445,000
was returned to us.

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

GOVERNMENT CONTRACTS

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

COMPETITION

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

EMPLOYEES

As of September, 2003, we had 27 full-time and 5 part-
time employees.  None of our employees is represented by a
union.

Item 2.  Description of Properties

b-Fast's corporate headquarters are located at 660
Newtown-Yardley Road in Newtown, Pennsylvania.  We operate a
general aviation services facility, commonly referred to as
a FBO, at Harrisburg International Airport under the terms of
a lease agreement with the regional airport authority.  The
current lease expires May 31, 2007.

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

Item 3.  Legal Proceedings

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

	From December 1994 through December 1996, b-Fast received
quarterly tax assessments from the State of New York for
periods from September 1991 through November 1993
(collectively, the "Assessments") relating to our former
operations at a FBO in Westchester, New York.  We timely filed
appeals for the Assessments.  The Assessments resulted from
an audit by the Division of Taxation that was performed in
September 1994.  On November 8, 2001 an Administrative Law
Judge denied our appeals and sustained the Assessments,
together with penalties and interest.  We appealed this
decision.  On September 12, 2002, the State of New York, Tax
Appeals Tribunal affirmed the decision of the Administrative
Law Judge, together with penalties and interest in the amount
of $2,267,237.  We have commenced discussions with collections
representatives from the State of New York to resolve the
claim.  We also are examining the Offer in Compromise Program
established by the New York State Department of Taxation and
Finance as an option to resolve the liability at a reduced
amount.  We are unable to predict whether our efforts at
compromising the liability will be successful and if so, what
the final liability may be.

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

An annual meeting of shareholders was held on September
24, 2003 in Harrisburg, Pennsylvania for the purposes of
electing directors and ratifying the appointment of
WithumSmith+Brown, P.C. as the independent accountant for b-
Fast.  All of the current directors were re-elected for a one
year term and the appointment of WithumSmith+Brown, P.C. was
ratified.

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

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

PART II

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

(a)  PRICE RANGE OF COMMON STOCK

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

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

                                         COMMON

                                    HIGH           LOW

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

Fiscal Year 2002:
  First Quarter                     .30             .11
  Second Quarter                    .15             .10
  Third Quarter                     .15             .06
  Fourth Quarter                    .10             .06

(b)  APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS

As of September 30, 2003 there were approximately 607
record holders of the Common Stock.  Included in the number
of stockholders of record are stockholders who have chosen to
have their shares held in "nominee" or "street" name.  We do
not know how many additional shareholders are so represented.

(c)  DIVIDENDS

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

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

Results of Operations

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

                                                        YEAR ENDED

                                                       SEPTEMBER 30,


Restated
                                                2003                   2002

Net Sales                                      100.0%                100.0%
Cost of Sales                                   41.3                  38.6
Departmental costs                              56.8                  73.8
Administrative costs                            16.0                  25.7
Equity in income of unconsolidated subsidiary   (6.6)                 (8.4)
Interest expense                                22.9                  36.7
Other income (expense) including fuel taxes     (0.1)                (22.0)
Net loss                                       (30.5)                (88.4)

The results of operations are presented for the years ended
September 30, 2003 and 2002.  Income and expenses not directly
related to Harrisburg are shown as Corporate.

September 30, 2003
(Dollar amounts in thousands)

                                        HARRISBURG       CORPORATE       TOTAL

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

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

September 30, 2002
(Dollar amounts in thousands)

                                        HARRISBURG       CORPORATE       TOTAL

NET SALES                                 $2,766       $    40         $ 2,806

COSTS AND EXPENSES
Cost of Sales                              1,036            48           1,084
Departmental Costs                         1,429           643           2,072
Administrative Costs                          73           648             721
Income (Loss) from
  operations                              $  228       $(1,299)        $(1,071)

Comparison of the Years Ended September 30, 2003 and 2002

Sales for the year ended September 30, 2003 increased by
$885,000 from net sales for the year ended September 30, 2002.
 All sales were generated by the Harrisburg FBO.  Landing fees
collected by the FBO increased 34% over the previous year
which indicates the increase in general aviation traffic at
the airport.  Fuel sales to general aviation increased
$462,000.  Fees to airlines for pumping their fuel into their
aircraft increased $166,000 and sales of other services to
airlines such as deicing, ground handling, and maintenance and
fueling of their ground equipment increased $147,000.

	Cost of sales as a percentage of sales increased 2.7% in
fiscal 2003, with 2% of the increase in the cost of fuel sold,
primarily due to steeper discounting to customers based at the
airport.

	Departmental costs increased $26,000 in fiscal 2003, only
1.25%.  The four areas with the largest increases were (1)
salaries and benefits of $56,000, nearly half of the increase
due to employee incentives; (2) real estate rental of $36,000
due to increases at Harrisburg and Newtown; (3) utilities of
$31,000 all at Harrisburg; and (4) real estate taxes of
$22,000 at Harrisburg.  The two largest decreases were $68,000
in repairs to the Company's aircraft, and $46,000 in the
rental of equipment, primarily fuel trucks.

Administrative costs decreased $132,000 in fiscal 2003.
 Three areas showed large reductions; auditors fees of
$65,000; legal fees of $32,000; and depreciation of $21,000.
 The single largest increase was $14,000 in credit card
service charges, the result of increased sales.

Equity in income of unconsolidated subsidiary of $243,000
is our share of the earnings of RTB/AS, as recorded using the
equity method.

Interest expense decreased $298,000 during fiscal 2003.
 Affiliate interest expense decreased $112,000 with no
principal payments due to two decreases in the prime rate
totaling .75% during the year.  Other interest expense
decreased by $74,000 after the restatement of interest expense
in 2002, which resulted from the use of an incorrect
amortization schedule to record the interest and principal
amounts of the monthly fixed payment to Cessna.  The loan
calls for a fixed payment with the interest tied to prime.

Liquidity and Capital Resources

During fiscal 2003, the return on our auto racing
industry investment provided $451,000, more than offsetting
the $302,000 used in operations.  For the year, cash provided
by investing activities was exceeded by cash used in
operations and financing activities by $95,000 leaving us with
$56,000 at September 30, 2003.  Distributions from RTB/AS were
used during 2003 to maintain liquidity, and we expect the same
to occur in fiscal 2004.  Our working capital deficit
increased by $23,339,000 to ($25,799,000).  Current assets
decreased by $76,000 primarily due to a $95,000 decrease in
cash.  Current liabilities increased $23,263,000.  Current
maturities of long-term debt increased a net of $14,947,000
through a reclass-from long term to short term.  Also interest
due affiliate of $8,270,000 was reclassed from long term to
short term, and accounts payable increased $37,000.

The accompanying financial statements have been prepared
assuming that b-Fast will continue as a going concern.  As
discussed in "Note C -- Management's Plans," b-Fast has
sustained a net loss of $1,126,000 for the year ended
September 30, 2003, and has deficiencies in working capital
and stockholders' equity of $25,799,000 and $23,179,000
respectively, at September 30, 2003, all of which raise
substantial doubt about its ability to continue as a going
concern.

Management's plans consist of the following:

 	We continue to explore investments in other business
opportunities not related to the aviation industry.  To this
end, b-Fast, in conjunction with Brant formed RTB/AS in
January, 1999.  The purpose of this company is to invest in
the auto racing industry.  During fiscal 1999 we made a
capital contribution totaling $9,875,000.  As part of the
RTB/AS transaction, RTB/AS purchased an ATEI in Brant's 30%
ownership interest in an auto racing entity.  The ATEI is
defined as dividends and other distributions minus all of the
applicable income taxes of Brant from his 30% ownership
interest in the auto racing entity.  Upon Brant's death on
June 28, 2000, his 30% ownership in the auto racing entity
became part of the R. Ted Brant estate as did his partnership
interest in RTB/AS.  By the end of December 2002, the estate
was settled and the ownership passed to his widow, Kathryn
Brant.  We received $451,000 of cash distributions from RTB/AS
during fiscal 2003 for which we reduced our investment account
accordingly.  The distributions from RTB/AS represent a
substantial portion of b-Fast's cash flow.

	The shareholders have authorized the issuance of
additional shares of common stock, no par value, in
consideration of the forgiveness by Transtech of $6,253,000
of indebtedness owed to Transtech by the Company.  The Company
currently does not have sufficient registered common stock to
effect this proposal.  The Company also plans to exchange the
Company's Series A Cumulative Convertible Preferred Stock into
Common Stock , no par value, at a rate of eight shares of
Common Stock for every one share of Preferred Stock for every
holder other than Transtech Holding Company, Inc., and four
shares of Common Stock for every one share of Preferred Stock
for Transtech.  The Company became current with its reporting
obligations under the Securities Exchange Act of 1934, as
amended ("1934 Act"), in August 2003.

	The net loss for fiscal 2003 was $1,070,000.  Cash flows
used in operating activities amounted to approximately
$302,000.  Cash provided by investing activities was $426,000
during fiscal 2003.  Return on investments in unconsolidated
subsidiary and repayment of advances to affiliated entity of
$451,000 was reduced by the purchase of $25,000 of property
and equipment.  Cash used in financing activities was $219,000
during fiscal 2003, primarily for the principal payments of
notes payable-other of $222,000.

For a comparison of fiscal 2003 to fiscal 2002, see the
Consolidated Statements of Cash Flows.

Off-Balance Sheet Arrangements

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

Application of Critical Accounting Policies
b-Fast Corp.'s financial statements are prepared in
accordance with accounting principles that are generally
accepted in the United States. The methods, estimates, and
judgments we use in applying our most critical accounting
policies have a significant impact on the results we report
in our financial statements. The Securities and Exchange
Commission has defined critical accounting policies as
policies that involve critical accounting estimates that
require (i) management to make assumptions that are highly
uncertain at the time the estimate is made, and (ii) different
estimates that could have been reasonably used for the current
period, or changes in the estimates that are reasonably likely
to occur from period to period, which would have a material
impact on the presentation of our financial condition, changes
in financial condition or in results of operations. Based on
this definition, our most critical policies include:
investment accounting, allowance for doubtful accounts and
long-lived assets.  We discuss these policies further below,
as well as the estimates and management's judgments involved.
 We believe these policies either do not generally require us
to make estimates and judgments that are as difficult or
subjective, or it is less likely that they would have a
material impact on our reported results of operation for a
given period.
The Company uses the equity method of accounting for
their investment in an unconsolidated subsidiary.  While the
Company owns 99% of the equity, it has no voting stock, and
therefore does not control the entity.  However, the Company
exercises significant influence by maintaining the entity's
checkbook, accumulating data for tax returns and having the
President and Chief Executive Officer serve as the manager of
the unconsolidated subsidiary.
The allowance for doubtful accounts is based on our
assessment of the collectibility of specific customer accounts
and an assessment of economic risk as well as the aging of the
accounts receivable.  If there is a deterioration of a major
customer's credit worthiness or actual defaults are higher
than our historical experience, our estimates of
recoverability of amounts due us could be adversely affected.
We estimate the useful lives of property and equipment
in order to determine the amount of depreciation and
amortization expense to be recorded during any reporting
period. The majority of our equipment is depreciated over four
to seven years. The estimated useful lives are based on
historical experience with similar assets as well as taking
into account anticipated technological or other changes. If
technological changes were to occur more rapidly than
anticipated or in a different form than anticipated, the
useful lives assigned to these assets may need to be
shortened, resulting in the recognition of increased
depreciation in future periods. We review for impairment
annually or when events or circumstances indicate that the
carrying amount may not be recoverable over the remaining
lives of the assets. In assessing impairments, we follow the
provisions of Statement of Financial Accounting Standards
No. 144 "Accounting for the Impairment or Disposal of Long-
Lived Assets," utilizing cash flows which take into account
management's estimates of future operations.

Risks Related to Our Business

	We operate the FBO portion of our business in a highly
competitive environment.  Factors that may affect our business
and financial results are the effect of planned and unplanned
outages on our operations; the potential impact of strikes or
work stoppages at facilities of our customers and suppliers;
the sensitivity of our results to relatively small changes in
the prices we obtain for our products; the consolidation of
many of our customers and suppliers; the costs associated with
environmental controls and remediation expenditures and the
uncertainty of future environmental control requirements;
availability and prices associated with raw materials,
supplies, utilities and other services and items required by
our operations; employment matters; our ability to obtain new
capital at reasonable costs and terms; and the effect of
existing and possible future lawsuits against us.  The
continued cash flow from our investment in RTB/AS is dependent
on the continued strong public support of auto racing and the
resulting purchases of racing souvenirs such as model cars,
hats and jackets.

We have sold certain of our FBOs over the last seven
years.  Also, we 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

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

Environmental Issues

During fiscal 2003 and 2002, we incurred minor clean-
up/remediation expenses in complying with regulations.  At
September 30, 2003, our financial statements include accruals
of $104,000 for expected future clean-up/remediation costs for
existing known liabilities.

	Although the escrow for environmental remediation in
connection with the sale of the Chicago FBO expired in March
2002 and the funds were returned, a contingent liability
exists within the sales agreement.  The agreement states that
sellers shall pay 100% of buyers' expenses of remediation up
to the first $390,000 and 50% of the next $390,000, for a
maximum of $585,000.  There have been no remediation expenses
incurred to date, and we have no knowledge if and when any
will be incurred.

Recent Accounting Pronouncements

In December 2003, the Financial Accounting Standards
Board issued Interpretation on No. 46 (R) "Consolidation of
Variable Interest Entities." FIN No. 46 (R) clarifies the
application of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," to certain entities in
which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities
without subordinated financial support from other parties.
 FIN No. 46 (R) applies immediately to variable interest
entities (VIE) created after December 31, 2003, and to VIE's
in which an enterprise obtains an interest after that date.
 It applies no later than the first reporting period ending
after December 15, 2004, to VIE's in which an enterprise holds
a variable interest (other than special purpose) that it
acquired before January  1, 2004.  FIN No. 46 (R) applies to
public enterprises as of the beginning of the applicable
interim or annual period.  The adoption of FIN No. 46 (R) is
not expected to have a material impact on the Company's
consolidated financial position, liquidity, or results of
operations.
In May 2003, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standard 150,
"Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity". This Statement
establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a
financial instrument that is within its scope as a liability
(or an asset in some circumstances). Many of those instruments
were previously classified as equity. Some of the provisions
of this Statement are consistent with the current definition
of liabilities in FASB Concepts Statement No. 6, Elements of
Financial Statements. The remaining provision of this statement
are consistent with the Board's proposal to revise that
definition to encompass certain obligations that a reporting
entity can or must settle by issuing its own equity shares,
depending on the nature of this relationship established
between the holder and the issuer. This Statement is effective
for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of
the first interim period beginning after June 15, 2003. The
Company has classified its Series A Cumulative Convertible
Preferred Stock outside its stockholders' deficiency section
in accordance with SEC Accounting Series Release No. 268.  The
stock is conditionally redeemable due to the conversion feature
and therefore the Preferred Stock is outside the scope of SFAS
150.
Item 7.  Financial Statements
The response to this item is submitted as a separate
Section (S - Pages) of this report.

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

	None.

PART III

Item 8.  Controls and Procedures

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

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

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

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

Name                           Age                            Position

Maurice R. Lawruk               72                            Chairman of the
                                                              Board of
                                                              Directors,
                                                              and Director

Bobby R. Adkins (1) (2)         57                            President and
                                                              Chief Executive
                                                              Officer and
                                                              Director

Alice F. Buford (2)             54                            Director

James R. Affleck, Jr. (1)       63                            Director and
                                                              Vice President,
                                                              Assistant
                                                              Treasurer, and
                                                              Assistant
                                                              Secretary

Richard W. Brant, M.D.          33                            Director

Paul R. Slack                   63                            Chief
                                                              Accounting
                                                              Officer,
                                                              Controller,
                                                              Treasurer and
                                                              Secretary

(1)  Member of the Human Resources Committee

(2)  Member of the Audit Committee

Except for directors elected by the Board to fill
vacancies, all of the directors are elected at the Annual
Meeting and hold office for a period of one year or until
successors are elected and qualified.  All of the above named
directors, were elected at the September 24, 2003 Annual
Shareholders Meeting.

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

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

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

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

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

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

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

Item 10.  Executive Compensation

CASH COMPENSATION

The following table shows the cash compensation paid to
or accrued to, or for the benefit of, each of b-Fast's
executive officers whose aggregate compensation exceeded
$100,000 per annum for services rendered to us during the year
ended September 30, 2003:

I.	SUMMARY COMPENSATION TABLE

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

Bobby R. Adkins, President     2003    100,485      -0-              -0-
Chief Executive Officer        2002    100,485      -0-              -0-


COMPENSATION OF DIRECTORS

Directors receive an annual compensation of $12,000, plus $500 per meeting.
Fees totaling $64,500 were paid to Directors through September 30, 2003.

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

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

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

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

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

Item 11.  Security Ownership of Certain Beneficial Owners
and Management

The following tables set forth, as of September 30,
2003, except as otherwise indicated, information with
respect to stock ownership of (i) each Director, (ii) each
person known by b-Fast to own beneficially more than 5
percent of the outstanding Common Stock, (iii) each person
known to us to own beneficially more than 5 percent of the
outstanding Series A Stock, and (iv) all officers and
Directors as a group.  This information has been provided
to b-Fast by the persons named below.

<TABLE>

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


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

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


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

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

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

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

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

</TABLE>

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

(2)	On or about June 30, 1988, the holders of the Series A
 Stock became entitled  (pursuant to the articles of
incorporation), voting separately as a class, to elect
two directors, to serve on the Board in designated
positions (the "Designated Directors") as a result of
 b-Fast's failure to pay six quarterly dividends on the
 Series A Stock.  Under the articles of incorporation,
the  holders of Series A Stock cannot vote with Common
Stock for  the election of b-Fast's directors while
entitled to elect  directors to serve as Designated
Directors.

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

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

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

Item 12.  Certain Relationships and Related Transactions.

EMPLOYMENT CONTRACTS

No employee had employment contracts during 2003.

RELATED PARTY TRANSACTIONS

In May 1994 Triton sold the majority of its equity in b-
Fast to Transtech.  (See "Note F - Long Term Debt-
Affiliate.")  At September 30, 2003, Transtech owned 51.9% of
our common stock and 71.8% of b-Fast's preferred stock.  b-
Fast is also indebted to Transtech in the amount of
$14,882,400, in the form of notes that were purchased from
Triton.  During Fiscal 2003, we made no payments on these
loans, and $790,000 of interest expense was recorded against
these loans of which none was paid.  During fiscal year 2002,
we made no payments on these loans, and $883,000 of interest
expense was recorded against these loans of which none was
paid.  At September 30, 2003, we have $8,270,000 of accrued
interest due to Transtech recorded on the balance sheet.  On
November 7, 2003, b-Fast entered into a Note Modification
Agreement with Transtech whereby Transtech has agreed to
extend the repayment terms on the principal and all accrued
but unpaid interest thereon until March 20, 2005.  As a
result, the principal and accrued interest on these notes
have been classified as long-term obligations at
September 30, 2003.

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

Brant, Lawruk and their respective spouses have
guaranteed repayment of b-Fast's debt obligation to Avfuel
Corporation, b-Fast's fuel dealer.  The amount of the
obligation was $85,000 at September 30, 2003.

During fiscal year 1998, the Board approved a $500,000
line-of-credit, later increased to $1,500,000 in March 1999,
and to $1,800,000 in May 1999, for Inc., whose principal was
Brant.  The interest rate on the line of credit is prime less
1%.  Inc. is pursuing an opportunity to potentially develop
a NASCAR racetrack, exhibition site and sales facility (the
"Project").  Inc. had an exclusive option to potentially
develop the Project near the Pittsburgh International
Airport.  This option expired on December 31, 2001.  Inc. is
also evaluating other locations including but not limited to
Youngstown, Ohio in which to potentially develop the Project.
 Retroactive to January 2000, Inc., transferred all of its
assets, liabilities and rights relating to the Project to LLC
under an assignment agreement dated October 2001.  b-Fast
acquired a 50% non-voting ownership interest in LLC in June
1999.  Brant held a 50% voting interest.  Given the
significant losses incurred and the financial condition of
Inc. management had determined that all amounts due from Inc.
under the line of credit, for interest and additional
advances were not collectible.  As a result, we charged
administration costs for $1,911,000 during fiscal year 1999.
 In fiscal 2001 and 2000, we made additional advances of
$111,000 and $127,000, respectively in connection with the
Project.  Given the continued losses and the financial
condition of Inc. management had determined that the
additional advances were not collectible.  As a result, b-
Fast charged administration costs for $111,000 and $127,000
respectively, during fiscal years 2001 and 2000.  However, in
recent years the project of getting a racetrack built by LLC
has continued forward slowly and we advanced additional
amounts to pay for consulting services on behalf of LLC.
These advances were also reserved, and the reserved amounts
total $2,288,000 at September 30, 2003.

	As of September 30, 2003, the Company has a payable to
RTB/AS in the amount of $132,000 included on the balance
sheet in accrued expenses-other.

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

In prior years, Transportech, Inc., a wholly owned
subsidiary of Transtech, advanced b-Fast $123,000.  The
unpaid balance at September 30, 2003 was $1,000.

For the year ended September 30, 2003 RTB/AS paid
management fees in the amount of $167,435 to the Company's
Chief Executive Officer and Director Bobby Ray Adkins.

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

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

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

Item 14.  Principal Accountant and Fees-Item not yet
effective


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.

January 9, 2004

				b-FAST CORP.



BY: /s/ Bobby Ray Adkins
Bobby Ray Adkins
Chief Executive Officer and
Director




BY: /s/ Paul R. Slack
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



/s/ Maurice A. Lawruk
Maurice A. Lawruk                  Chairman of the Board      January 9, 2004
                                   and Director



/s/ Bobby R. Adkins
Bobby R. Adkins                    Director                   January 9, 2004



/s/ James R. Affleck, Jr.
James R. Affleck, Jr.              Director                   January 9, 2004



/s/ Alice F. Buford
Alice F. Buford                    Director                   January 9, 2004



/s/ Richard W. Brant, M.D.
Richard W. Brant, M.D.             Director                   January 9, 2004

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

I, Paul R. Slack, certify that:

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

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

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

4.	The Registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the Registrant and we have:

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

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

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

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

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

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

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

	January 9, 2004


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

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

I, Bobby Ray Adkins, certify that:

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

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

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

4.	The Registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the Registrant and we have:

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

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

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

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

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

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

6.	The Registrant's other certifying officer and I have
indicated in this annual report whether or to there were
significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to
significant deficiencies and material weaknesses.

	January 9, 2004

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


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

	Index of Financial Statements



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

                                                                  Page

Report of Independent Auditors                                    S-2

Consolidated Balance Sheet at                                     S-3
September 30, 2003

Consolidated Statements of Operations                             S-5
	for the years ended September 30, 2003
and 2002

Consolidated Statements of                                        S-6
Stockholders' Deficiency for the years
ended September 30, 2003 and 2002

Consolidated Statements of Cash Flows                             S-7
for the years ended September 30, 2003
and 2002

Notes to Consolidated Financial Statements                        S-9



REPORT OF INDEPENDENT AUDITORS




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

We have audited the accompanying consolidated balance
sheet of b-Fast Corp. and Subsidiaries as of September
30, 2003, and the related consolidated statements of
operations, stockholders' deficiency and cash flows for
the years ended September 30, 2003 and 2002. 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 financial statements referred to
above present fairly, in all material respects, the
consolidated financial position of b-Fast Corp. and
Subsidiaries as of September 30, 2003, and the
consolidated results of their operations and their cash
flows for the years ended September 30, 2003 and 2002 in
conformity with accounting principles generally accepted
in the United States of America.

As discussed in Note C to the consolidated financial
statements, an error was discovered by management of the
Company during the current year.  Accordingly, 2002
financial statements have been restated to correct for
this error.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going
concern. As more fully described in Note C to the
financial statements, the Company has a working capital
deficit of $25,849,000 and a stockholders' deficiency of
$23,179,000 as of September 30, 2003.  These conditions
raise substantial doubt about the Company's ability to
continue as a going concern.  Management's plans in
regard to these matters are also described in Note C. The
financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


/s/  WithumSmith+Brown,  P.C.


Princeton, New Jersey
December 1, 2003

b-Fast Corp. and Subsidiaries
CONSOLIDATED BALANCE SHEET
September 30, 2003

(Dollar amounts in thousands)

ASSETS

CURRENT ASSETS
Cash                                                                $  53
Customer receivables, less allowance for
doubtful accounts of $22                                              289
Inventories                                                            12
Prepaid expenses and other current assets                             121


TOTAL CURRENT ASSETS                                                  475


PROPERTY AND EQUIPMENT
Transportation equipment                                            1,576
Machinery and equipment                                               202
Furniture and fixtures                                                 87
Leasehold improvements                                                 38

                                                                    1,903
Less:  Accumulated depreciation
    and amortization                                                  633

PROPERTY AND EQUIPMENT, NET                                         1,270


OTHER ASSETS
Equity in unconsolidated subsidiary                                 6,762

TOTAL ASSETS                                                       $8,507
















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

b-Fast Corp. and Subsidiaries
CONSOLIDATED BALANCE SHEET - CONTINUED
September 30, 2003

(Dollar amounts in thousands)

LIABILITIES

CURRENT LIABILITIES
Short term borrowings                                              $   21
Current maturities of long term debt-affiliate                     14,883
Current maturities of long term debt-other                            170
Accounts payable-trade                                                190
Accrued expenses
        Affiliate interest                                          8,270
Fuel taxes                                                            850
Interest and penalties - fuel taxes                                 1,427
Other                                                                 513

TOTAL CURRENT LIABILITIES                                          26,324

LONG TERM OBLIGATIONS, less current maturities                      1,099

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK AND ACCRUED DIVIDENDS
Series A Cumulative Convertible Preferred
Stock - no par value - 500,000 shares
designated - issued and outstanding 144,185 shares
(liquidation preference - $4,263)                                   4,263

STOCKHOLDERS' DEFICIENCY
Preferred stock - authorized, 1,000,000 shares
of no par value, 500,000 shares designated Series B
Cumulative convertible preferred stock, none issued and outstanding    -
Common stock - authorized, 60,000,000 shares
of no par value; issued 8,070,052 shares;
outstanding 7,998,052 shares                                       10,705
Additional paid-in capital                                          3,781
Accumulated deficit                                               (37,428)
                                                                  (22,942)

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

TOTAL STOCKHOLDERS' DEFICIENCY                                    (23,179)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                   $  8,507




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)
                                                                     Restated
                                                       2003            2002

NET SALES                                            $ 3,691         $ 2,806

COSTS AND EXPENSES
Cost of sales                                          1,525           1,084
    Departmental costs                                 2,098           2,072
Administrative costs                                     589             721

                                                       4,212           3,877

LOSS FROM OPERATIONS                                    (521)         (1,071)

Equity in income of unconsolidated subsidiary            243             237
Interest expense - affiliates                           (790)           (902)
Interest expense - other                                 (54)           (128)
Interest and penalty - fuel taxes                          -            (610)
Other expense, net                                        (4)             (7)

NET LOSS                                              (1,126)         (2,481)

Preferred dividends                                     (138)           (138)

Net loss applicable to common stockholders           $(1,264)        $(2,619)


Net loss per share applicable to common stockholders:
Basic and Dilutive                                   $  (.16)        $  (.33)

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















The accompanying notes are an integral part of these statements.

b-Fast Corp.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
For the years ended September 30, 2003 and 2002

(Dollar amounts in thousands)
<TABLE>

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

>s>                          <c>      <c>         <c>       <c>         <c>           <c>           <c>      <c>        <c>
Balance at
September 30, 2001            -    $   -       8,070,052   $10,705     $4,057      $(33,821)       72,000   $(237)   $(19,296)
Dividends on
preferred stock               -        -           -         -           (138)          -             -        -         (138)
Net loss as restated          -        -           -         -             -         (2,481)          -        -       (2,481)


Balance at
  September 30, 2002
    as restated               -        -       8,070,052    10,705      3,919       (36,302)       72,000   (237)     (21,915)
     Dividends on
  preferred stock             -        -           -         -           (138)          -             -        -         (138)
    Net loss                  -        -           -         -             -         (1,126)          -        -       (1,126)


Balance at
September 30, 2003            -  $     -       8,070,052   $10,705     $3,781      $(37,428)       72,000  $(237)    $(23,179)

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, 2003 and 2002

(Dollar amounts in thousands)
</TABLE>
                                                                      Restated
                                                  2003            2002

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                              $(1,126)       $(2,481)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization                             144            166
Equity in income of unconsolidated subsidiary            (243)          (235)
Change in assets and liabilities:

(Increase) decrease in accounts receivable                 18           (136)
Decrease in inventory                                      16              7
(Increase) in prepaid expenses and other current assets    (3)           (57)
Increase (decrease) in accounts payable-trade              37            (53)
Increase in accrued expenses                                9            319
Increase in accrued interest - affiliate                  790            884

Net cash used in operating activities                    (358)        (1,586)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                        (25)           (32)
Change in restricted cash                                   -            441
    Return on investments in unconsolidated subsidiary    451          1,279
Proceeds from the sale of assets held for sale              -             95

Net cash provided by investing activities                 426          1,783



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, 2003 and 2002

(Dollar amounts in thousands)

                                                              2003    2002

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable                   $    21    $   -
Proceeds from issuance of long term debt-officer                -       75
Proceeds from issuance of long term debt-other                  -        3
Principal payments of long term debt-affiliate                (18)    (114)
Principal payments of notes payable-other                    (166)    (282)

Net cash used in financing activities                         (163)   (318)

Net decrease in cash and cash equivalents                      (95)   (121)
Cash and cash equivalents at beginning of year                 148     269

Cash and cash equivalents at end of year                      $ 53   $ 148


Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest                                                   $    98   $ 147


Supplemental Schedule of Non-cash Investing and Financing Activities
Dividends on the Company's preferred stock were accrued in the amount
of $138 in 2003 and 2002.

During the year ended September 30, 2002, the Company sold an asset
held for sale for $730, paid off long term debt of $635 and
received $95 in cash.



















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

(Dollar amounts in thousands)

NOTE A - NATURE OF BUSINESS

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

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

NOTE B - SIGNIFICANT TRANSACTIONS

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

BRANT MOTORSPORTS, INC.

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

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

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

In June 1999, Brant and the Company formed Brant
Motorsports, LLC ("LLC").  Upon formation, Brant owned a
50% voting interest in LLC with the Company owning a 50%
nonvoting interest.  Retroactive to January 2000, Inc.
transferred all of its assets, liabilities and rights
relating to the Project to LLC under an assignment
agreement dated October 2001.  The Company accounts for
LLC using the equity method.  The net realizable value of
LLC on the Company's balance sheet at September 30, 2003
is zero.

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

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

In fiscal 2001 and 2000, the Company made additional
advances to Inc. of $111 and $127, respectively.  Given
the continued losses and the financial condition of Inc.
management has determined that the additional advances
were not collectible.  As a result, the Company charged
administration costs for $111 and $127, respectively,
during fiscal years 2001 and 2000.  During fiscal year
2003, the Company advanced an additional $50 for expenses
in connection with the project at Youngstown.  This
amount has been expensed.  The consolidated balance sheet
at September 30, 2003 includes an aggregate reserve for
such advances and loans to affiliates of $2,062.

RTB/AS, L.L.C.

In March 1999, Brant entered into an agreement to
purchase a 30% ownership interest in an auto racing
entity for $9,875 principally with funds received from
the sale of a majority owned subsidiary of the Company.
 In June 1999, the Company formed RTB/AS, L.L.C.
("RTB/AS") for the purpose of making additional
investments in the auto racing industry.  The Company
owns a 99% interest in RTB/AS and Brant owns a 1%
interest with 100% voting rights.  During fiscal 1999,
RTB/AS advanced $9,708 to Brant.  The advances were
structured as a loan of $4,265 bearing interest at 8% per
annum, various interest free advances totaling $1,168 and
a purchase of an After Tax Economic Interest ("ATEI") for
$4,275.  The ATEI is defined as dividends and other
distributions minus all of the applicable income taxes of
Brant from his 30% ownership interest in the auto racing
entity.

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

After Brant's death in 2000 his ownership in the auto
racing entity became part of his estate.  By December
2002, the estate was settled and the ownership was
transferred to his widow, Mrs. Brant.  In April 2003,
Mrs. Brant sold 24% of her ownership in the auto racing
entity plus an option on a additional 15%.  Subsequently,
Mrs. Brant has a 23% ownership interest in an auto racing
entity at September 30, 2003.  Relating to this sale
RTB/AS received $2,747 on May 1, 2003 with $1,008 of that
total being a principal payment on the $4,265 note
receivable from Mrs. Brant.

As of October 1, 2001, the Company determined that while
it continued to exercise significant influence over
RTB/AS, it no longer had control of RTB/AS.  As a result,
the Company changed its method of accounting for RTB/AS
from consolidation in fiscal 2001 to the equity method in
fiscal 2002.  However, for purposes of the fiscal 2002
cash flow statement, the Company utilized a pro forma
balance sheet prepared on the equity method as of
September 30, 2001.

NOTE C - RESTATEMENT

Subsequent to the issuance of its financial statements for the
year ended September 30, 2002 the Company determined that
certain amounts in the 2002 financial statements should be
restated to reflect the correction of an error made in 2002.
 Interest expense was overstated by $56 in 2002 as a result
of using an incorrect amortization schedule to record interest
expense and principal reduction on the note due Cessna.  The
2002 financial statements presented here have been corrected
for this misstatement.

                                As Previously                      As
                                Reported                       Restated
Balance Sheet:
  Other long term debt         $1,383                           $1,327
  Accumulated deficit         (36,358)                         (36,302)
Statement of Operations:
  Interest expense-other      $   184                           $  128
  Net loss                     (2,537)                          (2,481)

NOTE D - GOING CONCERN

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

At September 30, 2003, the Company had a working capital
deficiency of $25,799 and a stockholders' deficiency of
$23,179.  Also, the Company incurred a net loss of $1,070 in
2003.  These financial conditions of the Company raise
substantial doubt about its ability to continue as a going
concern.  As part of management's plans, management is
exploring other opportunities to acquire an FBO similar to its
Harrisburg FBO.  The Company is also exploring investments in
other non-related businesses, including the auto racing
industry.

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

As discussed in Note H - Financing Arrangements, Note
Modification, a substantial portion of the Company's
outstanding debt is to Transtech Holding Company, Inc.
("Transtech"), a related party.  Historically, the Company has
obtained deferrals with respect to the payment of interest and
principal on its debt to Transtech.  The last note modification
called for the recommencement of principal and interest
payments to begin on March 20, 2004.

The shareholders have authorized the issuance of additional
shares of common stock, no par value, in consideration of the
forgiveness by Transtech of $6,253 of indebtedness owed to
Transtech by the Company.  The Company currently does not have
sufficient registered common stock to effect this proposal.
The Company also plans to exchange the Company's Series A
Cumulative Convertible Preferred Stock into Common Stock , no
par value, at a rate of eight shares of Common Stock for every
one share of Preferred Stock for every holder other than
Transtech Holding Company, Inc., and four shares of Common
Stock for every one share of Preferred Stock for Transtech.
The Company became current with its reporting obligations under
the Securities Exchange Act of 1934, as amended ("1934 Act") in
August 2003.

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 E - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

1.	Principles of Consolidation

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

Effective October 1, 2001, the Company began accounting for
its investment in RTB/AS under the equity method of
accounting.  In years prior to fiscal 2002, this entity was
consolidated (see Note B).

2.	Inventories

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

3.	Property, Equipment, Depreciation and Amortization

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

Depreciation and amortization amounted to $144 and $166 for
the years ended September 30, 2003 and 2002, respectively.

4.	Revenue Recognition

Revenue is recognized as goods and services are provided.

5.	Department Costs

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

6.	Loss Per Common Share

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

Basic net loss per share applicable to common stockholders
includes no dilution and is calculated by dividing the net
loss applicable to common stockholders by the weighted
average number of common shares outstanding for the period.
 Dilutive net loss per share applicable to common
stockholders reflects the potential dilution of securities
that could share in the net loss of the Company through the
conversion of preferred stock and is computed by dividing
the net loss available to common stockholders by the
weighted average number of common and common equivalent
shares outstanding during the period.  Equivalents,
including mandatory redeemable convertible preferred stock,
were not included in diluted net loss per share applicable
to common stockholders as their effect would be
antidilutive for the years ended September 30, 2003 and
2002.

7.	Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever
events or changes in circumstances indicate that the
carrying amount of the assets may not be recoverable based
on undiscounted estimated future operating cash flows.  The
amount of the impairment recognized is the difference
between the carrying value of the asset and its fair value.
 No impairment was recognized in fiscal years 2003 and
2002.

8.	Financial Instruments and Credit Risk

The carrying amounts of financial instruments including
cash, customer receivables, accounts payable, and accrued
expenses approximate fair value at September 30, 2003,
because of the relatively short maturity of these
instruments. The carrying amount of long-term debt
approximates fair value because the Company's interest
rates approximate current interest rates.  It is
impractical to determine fair value of affiliate long-term
debt as the amounts are with a related party.

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

The Company performs ongoing credit evaluations of
customers, and generally does not require collateral. The
Company maintains an allowance for losses based upon the
expected collectibility of accounts receivable.  During
fiscal 2003, the Company had one customer that aggregated
approximately 16% of net sales.  During fiscal 2002 the
same customer aggregated approximately 20% of net sales.
 As of September 30, 2003, one customer accounted for 17%
and one other customer accounted for 15% of the September
30, 2003 accounts receivable balance.

9.	Use of Estimates

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

10.	Income Taxes

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


11.	Recent Accounting Pronouncements

In December 2003, the Financial Accounting Standards Board
issued Interpretation on No. 46 (R) "Consolidation of
Variable Interest Entities." FIN No. 46 (R) clarifies the
application of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," to certain entities in
which equity investors do not have the characteristics of
a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities
without subordinated financial support from other parties.
 FIN No. 46 (R) applies immediately to variable interest
entities (VIE) created after December 31, 2003, and to
VIE's in which an enterprise obtains an interest after that
date.  It applies no later than the first reporting period
ending after December 15, 2004, to VIE's in which an
enterprise holds a variable interest (other than special
purpose) that it acquired before January 1, 2004.  FIN No.
46 (R) applies to public enterprises as of the beginning of
the applicable interim or annual period.  The adoption of
FIN No. 46 (R) is not expected to have a material impact on
the Company's consolidated financial position, liquidity,
or results of operations.
In May 2003, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standard 150,
"Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity". This
Statement establishes standards for how an issuer
classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires
that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some
circumstances). Many of those instruments were previously
classified as equity. Some of the provisions of this
Statement are consistent with the current definition of
liabilities in FASB Concepts Statement No. 6, Elements of
Financial Statements. The remaining provision of this
statement are consistent with the Board's proposal to
revise that definition to encompass certain obligations
that a reporting entity can or must settle by issuing its
own equity shares, depending on the nature of this
relationship established between the holder and the issuer.
This Statement is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period
beginning after June 15, 2003. The Company has classified
its Series A Cumulative Convertible Preferred Stock outside
its stockholders' deficiency section in accordance with SEC
Accounting Series Release No. 268.  The stock is
conditionally redeemable due to the conversion feature and
therefore the Preferred Stock is outside the scope of
SFAS150.

NOTE F - INVESTMENT IN UNCONSOLIDATED SUBSIDIARY:

	As discussed in Note B, effective October 1, 2001, the
Company began accounting for its investment in
RTB/AS under the equity method.  RTB/AS files on a cash
basis with a December 31 year end.  Condensed financial
information of RTB/AS is as follows:

Balance Sheet                                                    As of
             (in thousands)                               September 30, 2003
	Assets
        Cash                                                        $757
        Investments                                                2,000
        Note and Interest Receivable - Member                      3,376
        Advance Receivable - Member                                  633
        Advance Receivable - Member                                  132
           Total assets                                           $6,898

	Liabilities and members' equity
        Accounts Payable                                          $    4
        Member's Equity                                            6,894
           Total liabilities and members' equity                  $6,898

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

        Revenues                                                    $413
        Net income                                                  $245

Management has estimated the advance receivable - member of $633.  This
amount is subject to a true-up calculation, which may effect the
realization of this amount.

NOTE G - INVENTORIES

Inventories at September 30, 2003 were comprised of:

Gycol (deicer)                              $    4

Fuel					         8
                                             $  12

NOTE H - FINANCING ARRANGEMENTS                         Affiliate        Other

Long-Term Debt Schedule at September 30, 2003

Affiliate - Unsecured demand notes bearing interest
at prime +2% (6.0% at September 30, 2003).
(See note modification below.)         $ 7,972          $  --

Affiliate - Installment note bearing interest
at prime (4.0% at September 30,
2003).  Quarterly payments of $300 plus
interest beginning October 1999, and
is collateralized by a first priority
interest assignment or lien on certain
leasehold interests, equipment,
accounts receivable, and inventory.  The Company
has not met its scheduled payment obligations
under this note.  (See note modification below.)          6,910             --

Installment note bearing interest at
prime +1.75% (5.75% at September 30, 2003)
held by the Company's primary fuel dealer.
Payment is made by way of a 4.5 cents per
gallon fuel rebate on jet fuel purchases with
a minimum annual principal reduction of $45
until September 2007.  Maurice Lawruk, the current
chairman, Brant and their respective spouses have
guaranteed repayment of this note.                           --             86

Installment note bearing interest at prime - 0.5%
 (3.75% at September 30, 2003) to a finance company
 collateralized by a Beech aircraft - requiring
 monthly payments of $14 including interest, until
 March 2016.  Maurice Lawruk has guaranteed
 repayment of this note.                                     --          1,183

Other                                                         1             --
                                                         14,883          1,269

Less: Current maturities of long term debt               14,883            170

Long-term debt                                       $       --         $1,099

Annual maturities of long-term debt at September 30, 2003 are as follows:

                    Year ending
                    September 30,
                        2004        $15,053
                        2005            170
                        2006            134
                        2007            139
                        2008            144
                  Thereafter            512
                                    $16,152

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, 2003 is $2,318.

Short-term Borrowings

The Company has an available line of credit of $175 due to
expire on March 15, 2004, with a bank in connection with the
state of Wisconsin Petroleum Environmental Cleanup Fund Act.
 There is $21 outstanding on the line of credit at September
30, 2003.  See Note I.3 for additional environmental matters.

Note Modification

The last note modification called for the recommencement of
principal and interest payments to begin on March 20, 2004.
 There has been no additional note modification since that
date.  As a result, the principal and accrued interest on
these notes has been classified as short-term obligations at
September 30, 2003.

NOTE I - INCOME TAXES

The Company has net operating loss carryforwards aggregating
$20,921 at September 30, 2003 expiring through 2022.  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 $13,844 at September 30, 2003, is offset by
a valuation allowance of the same amount.  Accordingly, no
deferred tax asset is reflected in these financial statements.



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

                                                          September 30
                                                              2003
       Net deferred income tax assets:
         Net operating loss carry forwards                    $ 8,369
         Accrued interest                                       3,310
         Reserves on advances to affiliates                       895
         Accruals for fuel and other taxes                        907
         Equity in unconsolidated subsidiary                    1,371
         Other                                                   (178)
                                                               14,674
         Valuation allowance                                  (14,674)
         Net deferred income tax asset                   $          -

The valuation allowance increased by $348 during the year ended September
30, 2003.

NOTE J - COMMITMENTS AND CONTINGENT LIABILITIES

1.	Lease Commitments

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

Future minimum lease payments for all non-cancelable
operating leases having a term in excess of one year at
September 30, 2003 are as follows:

           Year ending
           September 30,
               2004        $169
               2005         169
               2006         169
               2007         112
                           $619

Rental expenses for all operating leases for each of the
years ended September 30, 2003 and 2002 were $382 and $391,
respectively.

The Company subleases office space under short-term
agreements to various aviation tenants.  Such sublease
agreements generally provide for a minimum monthly rent and
certain renewal options.  Sublease rental income included in
net sales was $7 and $54, for the years ended September 30,
2003 and 2002.

2.	Litigation

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

From December 1994 through December 1996, b-Fast received
quarterly fuel tax assessments from the State of New York
for periods from September 1991 through November 1993
(collectively, the "Assessments") relating to our former
operations at a FBO in Westchester, New York.  We timely
filed appeals for the Assessments.  The Assessments resulted
from an audit by the Division of Taxation that was performed
in September 1994.  On November 8, 2001 an Administrative
Law Judge denied our appeals and sustained the Assessments,
together with penalties and interest.  We appealed this
decision.  On September 12, 2002, the State of New York, Tax
Appeals Tribunal affirmed the decision of the Administrative
Law Judge, together with penalties and interest in the
amount of $2,267.  We have commenced discussions with
collections representatives from the State of New York to
resolve the claim.  We also are examining the Offer in
Compromise Program established by the New York State
Department of Taxation and Finance as an option to resolve
the liability at a reduced amount.  We are unable to predict
whether our efforts at compromising the liability will be
successful and if so, what the final liability may be.

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, 2003.

At September 30, 2003 the Company has included in its
financial statements an accrual for environmental
remediation of $104.  Based on estimates by the engineering
firms conducting the remediation projects, the Company has
sufficient reserves should any additional problems arise
during remediation.  The Company, in addition, is reimbursed
by the Wisconsin Petroleum Environmental Cleanup Fund for
substantially all remediation expenses incurred.  The
accrual of $104 has not been reduced by any expected future
reimbursements from Wisconsin.

Although the escrow for environmental remediation in
connection with the sale of the Chicago FBO expired in March
2002 and the funds were returned, a contingent liability
exists within the sales agreement.  The agreement states
that sellers shall pay 100% of buyers' expenses of
remediation up to the first $390 and 50% of the next $390,
for a maximum of $585.  There have been no remediation
expenses incurred to date, and the Company has no knowledge
if and when any will be incurred.

NOTE K - 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, 2003
and 2002 were not significant.

NOTE L - CAPITAL STRUCTURE

Authorized Shares

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

Series A Cumulative Convertible Preferred Stock

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

The Series A preferred stock is subject to mandatory redemption
at the rate of 7-1/2% of the issue in each of the years 1996
through 2005, with the remainder to be redeemed on August 1,
2006.  The mandatory redemption price is $13.50 per share plus
accrued and unpaid dividends.  The excess of the mandatory
redemption price over the net proceeds received by the Company
is accreted during the period in which the stock is outstanding.
 Periodic accretion based on the interest method was charged to
additional paid-in capital.  The stock became fully accreted
during 2001.  The first redemption was due on August 1, 1996, but
no redemption was made.  The Louisiana Business Corporation Law
provides that a corporation may redeem shares of its capital
stock subject to redemption out of surplus or stated capital so
long as any such redemption would not reduce stated capital below
the aggregate allocated value of issued shares remaining after
the redemption and so long as sufficient net assets remain to
satisfy amounts payable upon liquidation with respect to any
remaining issued shares having a preferential right to
participate in assets upon liquidation.  Also, the terms of the
issue state that the Company may not redeem any shares unless
accrued dividends have been paid in full on all outstanding
shares, and also, if such redemption would reduce working capital
below $9,000 or cash below $1,500.  At September 30, 2003, the
Company had accrued and unpaid dividends totaling $2,318 ($16.08
per share), a working capital deficiency of $25,849 and a cash
balance of $53.  The accrued and unpaid dividends on the series
A preferred stock are included in Redeemable Preferred Stock.
 No dividends were paid in 2003 or 2002.  The Company's
obligation to redeem shall be cumulative.

At September 30, 2003, the Company has reserved 739,320 shares
of common stock for the conversion of outstanding Series A
preferred stock.

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

The following is a schedule of the changes in Redeemable
Preferred Stock for the years ended September 2003 and 2002.
                                    Series A
                                     Shares                  Amount

Balance September 30, 2001            144,185                 $3,987
Dividends                                   -                    138
Balance September 30, 2002            144,185                  4,125
Dividends                                   -                    138
Balance September 30, 2003            144,185                 $4,263

NOTE M - 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, 2003,
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, 2003, in the form of notes that were purchased from
Triton.  During fiscal 2003, the Company made no payments
of the loans, and $790 of interest expense was recorded
against these loans of which none was paid.  During fiscal
year 2002 the Company made no payments of the demand loans,
and $884 of interest expense was recorded against these
loans of which none was paid.  At September 30, 2003, the
Company has $8,270 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, 2003 was $1.

As of September 30, 2003, the Company has a payable to
RTB/AS in the amount of $132 included on the balance sheet
in accrued expenses-other.

RTB/AS recorded $119 of interest income in fiscal 2003
related to a note receivable from Mrs. Brant.  The balance
of the note receivable as of September 30, 2003 was $3,257.

For the year ended September 30, 2003 RTB/AS paid management
fees in the amount of $167 to the Company's Chief Executive
Officer and Director Bobby Ray Adkins.

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

NOTE M - SUBSEQUENT EVENTS

None.




INDEX OF EXHIBITS

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

                                                         Seq. Page No.


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

(3.2)          By-laws (1)                                           *

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(28.4)    NOT USED                                                   *

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

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

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

(99.2)     Certification of Chief Executive Officer pursuant to      *
	   18 U.S.C. Section 1350, as adopted pursuant to Section
	   906 of the Sarbanes-Oxley Act of 2002.  (25)

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

(99.4)     See (99.2).  (26)                                         *
(99.5)     See (99.3).  (26)                                         *
(99.6)     See (99.2).  (27)                                         *
(99.7)     See (99.3).  (27)                                         *
(99.8)     See (99.2).  (28)                                         *
(99.9)     See (99.3).  (28)                                         *
(99.10)   See (99.2).  (29)                                          *
(99.11)   See (99.3).  (29)                                          *
(99.12)   See (99.2).  (30)                                          *
(99.13)   See (99.3).  (30)                                          *

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

(99.15) Certification of Chief Accounting Officer pursuant to 18
	   U.S.C. Section 1350, as adopted pursuant to Section 906
	   of the Sarbanes-Oxley Act of 2002.

* THESE ARE DOCUMENTS INCORPORATED BY REFERENCE.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Exhibit 99.14

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of b-Fast Corp. (the "Company")
on Form 10-KSB for the period ended September 30, 2003 as filed with
the Securities Exchange Commission (the "Report"), I, Bobby Ray
Adkins, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

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

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





/s/ Bobby Ray Adkins
Chief Executive Officer
Date:  January 9, 2004

Exhibit 99.15

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of b-Fast Corp. (the "Company")
on Form 10-KSB for the period ended September 30, 2003 as filed with
the Securities Exchange Commission (the "Report"), I, Paul R. Slack,
Chief Accounting Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

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

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





/s/ Paul R. Slack
Chief Accounting Officer
Date:  January 9, 2004