U.S. Securities and Exchange Commission

	Washington, D.C. 20549

	Form 10-KSB

(Mark One)

[ X ]	15,ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
   For the fiscal year ended    September 30, 2002

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

      Commission file number

                            b-Fast Corp.

	(Name of small business issuer in its charter)

	             Louisiana                        72-0385274

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

                 660 Newtown-Yardley Road
                  Newtown, Pennsylvania                 18940

(Address of principal executive offices)            (Zip Code)

Issuer's telephone number              (215) 860-5600


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

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

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

	                 Common Stock (without par value)

	(Title of Class)

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

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

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

State issuer's revenues for the year ended September 30, 2002.
$2,805,600

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

-	Common Stock (without par value)	$79,323
        (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 May 30, 2003.

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

State the number of shares outstanding of each of the Company's
classes of common equity as of May 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 have
produced a major source of our cash flow, amounting to $1,279,000.  We
expect that they will also produce a major source of our cash flow in
fiscal year 2003.

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 Susquehana 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. ("RTB/AS") 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 forbearance from us from
collection on all amounts outstanding.

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

51% of our sales during the fiscal year ended September 30, 2002 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 May 31, 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 May 31, 2003, we had 26 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 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

b-Fast is aware of only one action pending against us.  That matter,
initiated by the taxing authority of the State of New York is discussed in
more detail in the following paragraph.  In addition, it is possible that
there are unasserted, potential claims against us.  Such claims may be
asserted in the future.  It is not uncommon for us to encounter litigation
as a result of general 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").  We ceased doing
business in New York in November 1993.  The Assessments resulted from an
audit performed in September 1994, and originally totalled approximately
$1,668,000 including penalties and interest.  We have recorded a charge of
$1,668,000 for principal ($850,000) and interest and penalties thereon
($818,000) in fiscal years prior to September 30, 2000.  We timely filed
appeals of all the Assessments as they were received.  On November 7, 2001,
an Administrative Law Judge sustained the Assessments, together with
penalties and interest.  We appealed this decision.  On September 12, 2002,
the State of New York, Tax Appeals Tribunal affirmed the Administrative Law
Judge and sustained the assessments, together with additional penalties and
interest for a total amount of $2,277,000.  On January 10, 2003, the
Company's period of appeals expired.  Therefore, we have recorded an
additional expense of $610,000 in fiscal 2002.  The liability is recorded
as accrued expenses in the financial statements at September 30, 2002.  We
intend to utilize the Offer in Compromise Program established by the New
York State Department of Taxation and Finance to possibly resolve the
liability at a reduced amount.  We are unable to predict if 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 18, 2002 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.  Until we are
current with our reporting obligations under the Securities Exchange Act
of 1934, as amended ("1934 Act"), additional registered Common Stock cannot
be issued and the Proposals cannot be implemented.  We plan to complete all
necessary filings in order to enable b-Fast to effect the registration of
additional shares of Common Stock and to be in compliance with the 1934
Act.  (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 2002:
  First Quarter                      .30             .11
  Second Quarter                     .15             .10
  Third Quarter                      .15             .06
  Fourth Quarter                     .10             .06

Fiscal Year 2001:
  First Quarter                      .35             .20
  Second Quarter                     .25             .11
  Third Quarter                      .45             .13
  Fourth Quarter                     .40             .21


(b)  APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS

As of May 31, 2003 there were approximately 602 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,


                                       2002    2001

Net Sales                             100.0%  100.0%
Cost of Sales                          38.6    47.4
Departmental costs                     73.8    62.1
Administrative costs                   25.7    24.2
Equity in income of
unconsolidated subsidiary              (8.4)     -
Interest expense                       38.7    56.2
Other income (expense)
including fuel taxes                  (22.0)    0.7
Income tax expense                       -     11.1
Net loss                              (90.4) (100.2)

The results of operations are presented for the years ended
September 30, 2002 and 2001.  Income and expenses not related to a specific
location are shown as Corporate.

                                  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)


	September 30, 2001
	(Dollar amounts in thousands)

                       HARRISBURG       MORGANTOWN      CORPORATE    TOTAL

NET SALES                $2,424             $122        $    165    $ 2,711

COSTS AND EXPENSES
Cost of Sales             1,052               78             155      1,285
Departmental Costs        1,289               32             362      1,683
Administrative Costs         81                9             565        655
Income (Loss) from
  operations             $    2             $  3         $  (917)   $  (912)



Comparison of the Years Ended September 30, 2002 and 2001

Sales for the year ended September 30, 2002 increased by $95,000 from
net sales for the year ended September 30, 2001.  Sales at the Harrisburg
FBO increased $342,000 while the sale of the Morgantown FBO in October 2000
produced a sales decrease of $122,000, and the sale of the Citation
aircraft in January 2002 produced a decrease in aircraft charter sales of
$125,000.  Landing fees collected at the Harrisburg FBO increased 26% in
fiscal year 2002, which is indicative of an increase in general aviation
traffic at the airport.  Since we operate the only FBO on the airport, the
increased traffic resulted in increased sales.


Costs of sales as a percentage of sales decreased 9% in fiscal year
2002.  Two of the major reasons for this decrease are, (1) that $113,000
of increased sales at the Harrisburg FBO are in categories that have no
direct cost of sales, such as into-plane fueling fees and, (2) the margin
on fuel sales, which account for 51% of total sales, was increased by 5%
to 39% in fiscal year 2002 because of increased selling prices during the
year.

Departmental costs increased $389,000 in fiscal 2002, of which
$314,000 is due to an EPA expense reimbursement that reduced these costs
in fiscal year 2001.  The largest increase during fiscal 2002 was $107,000
in insurance expense, and the sale of Morgantown in fiscal 2001 reduced
departmental costs $32,000.  Increases of $72,000 in payroll and benefits
were offset by reductions in other expenses, such as equipment rental and
maintenance and repairs.

Administrative costs increased $66,000 in fiscal 2002.  The largest
increase was $111,000 in directors and auditing fees.  $33,000 of this
amount resulted from the Board of Directors decision in May 2002 to begin
compensation of directors.  Such compensation had been suspended since
1994.  Legal fees increased $61,000.  These increases were offset by
reductions in travel expenses of $38,000 and depreciation expenses of
$27,000 resulting from the sale of the Citation aircraft.  Also, the change
in the method of accounting for RTB/AS as of October 1, 2001 from the
consolidation method to the equity method produced a $48,000 decrease in
administrative costs.

Equity in income of unconsolidated subsidiary of $237,000 is our share
of the earnings of RTB/AS, as recorded using the equity method.  This is
the first year in which we have recorded such income, because in prior
years we had consolidated this entity.

Interest expense decreased $438,000 during fiscal year 2002.  The
major factor was the lower prime rate.  At the beginning of fiscal year the
prime rate was 9.5% and declined periodically through the year to 6%.  By
December 2001, the prime rate was 4.75%, exactly one-half of what it was
at the beginning of fiscal 2001.  It remained at that rate through fiscal
2002.

	As a result of the additional assessment notice received from the
state of New York, we recorded an additional $610,000 of fuel tax
assessment (penalties and interest) in 2002.  There was no such charge in
2001.

Liquidity and Capital Resources

During fiscal 2002, our principal source of cash was the return on our
auto racing industry investment.  We expect this trend to continue in
fiscal 2003.  For the year ended September 30, 2002, operating activities
used $1,642,000 in cash, while return on investments in unconsolidated
subsidiary and affiliated entities produced $1,279,000.  The decrease in
restricted cash produced $441,000, some of which was used to reduce
accounts payable by $53,000.  The sale of the Citation aircraft produced
$730,000, of which $636,000 was used to pay off the associated debt.  For
the year, cash provided by investing activities was exceeded by cash used
in operating and financing activities by $121,000 to leave us with $148,000
at September 30, 2002.  Working capital decreased by $574,000 to a deficit
of $2,460,000 primarily because of a $610,000 increase in the accrual of
interest and penalties due on the New York fuel tax.  With the exception
of this accrual, working capital has not increased or decreased
significantly because Transtech has agreed to defer payment of accumulated
interest and debt until January 2004.  Historically, b-Fast has obtained
deferrals from Transtech, and has no reason to believe it will be unable
to do so in the future.  As such, these amounts are reflected as long-term
obligations in the consolidated financial statements.

The accompanying financial statements have been prepared assuming that
b-Fast will continue as a going concern.  As discussed in "Note C --
Management's Plans," b-Fast has sustained a net loss of $2,537,000 for the
year ended September 30, 2002, and has deficiencies in working capital and
stockholders' equity of $2,460,000 and $21,971,000 respectively, at
September 30, 2002, all of which raise substantial doubt about its ability
to continue as a going concern.

Management's plans consist of the following:

We are exploring 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, b-
Fast 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 $1,279,000 of cash distributions from RTB/AS during
fiscal 2002 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.  However, until the Company is current with its
reporting obligations under the Securities Exchange Act of 1934, as amended
("1934 Act"), additional registered shares of common stock will not be
issued and these proposals cannot be implemented.  The Company plans to
complete all necessary filings in order to enable the Company to effect the
registration of additional shares of common stock and to be in compliance
with the 1934 Act.

	The net loss for fiscal 2002 was $2,537,000.  Cash flows used in
operating activities amounted to approximately $1,642,000.  Cash provided
by investing activities was $1,783,000 during fiscal 2002.  Return on
investments in unconsolidated subsidiary and repayment of advances to
affiliated entity of $1,279,000, proceeds from the sale of the Citation
aircraft of $95,000 and return of restricted cash of $441,000 were reduced
by the purchase of $32,000 of property and equipment.  Cash used in
financing activities was $262,000 during fiscal 2002, primarily from the
principal payments of long term debt-affiliate of $114,000.

For a comparison of fiscal 2002 to fiscal 2001, see the Consolidated
Statements of Cash Flows.

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.  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 the 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 2002 and 2001, we incurred minor clean-up/remediation
expenses in complying with regulations.  At September 30, 2002, 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

The FASB recently issued FASB Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets."  The new guidance resolves
significant implementation issues related to FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of."  Statement 144 is effective for fiscal years
beginning after December 15, 2001.  The Company adopted the provisions of
SFAS No. 144 as of October 1, 2001 and the adoption of SFAS No. 144 had no
impact on the Company's financial position or results of operations.

In June 2002, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard 146, "Accounting for Exit or
Disposal Activities" SFAS No. 146. This statement addresses financial
accounting and reporting for costs associated with exit or disposal
activities and requires that a liability be recognized when it is incurred
and should initially be measured and recorded at fair value.  This
statement is effective for exit or disposal activities that are initiated
after December 31, 2002 and management does not expect the adoption to have
an impact on the Company's consolidated financial position or results of
operations.

In November 2002, the Financial Accounting Standards Board issued
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of Others."
FIN No. 45 addresses the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under certain
guarantees that it has issued.  Under Fin No. 45 recognition and initial
measurement provisions are applicable on a prospective basis to guarantees
issued or modified after December 31, 2002, irrespective of the guarantor's
fiscal year end.  The adoption of FIN No. 45 is not expected to have a
significant impact on the Company's consolidated financial position or
results of operations.
In January 2003, the Financial Accounting Standards Board issued
Interpretation on No. 46 "Consolidation of Variable Interest Entities." FIN
46 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 applies immediately to variable interest entities (VIE) created
after January 31, 2003, and to VIE's in which an enterprise obtains an
interest after that date.  It applies in the first fiscal year or interim
period beginning after June 15, 2003, to VIE's in which an enterprise holds
a variable interest that it acquired before February 1, 2003.  FIN No. 46
applies to public enterprises as of the beginning of the applicable interim
or annual period.  The adoption of FIN No. 46 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. Since the Company has already classified
it's Series A Cumulative Convertible Preferred Sock outside its
stockholders' deficiency section, the Company does not believe that the
adoption of SFAS 150 will have a material impact upon the Company's
financial statements.

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

     On May 9, 2002 we terminated the engagement of BDO Seidman, LLP
("BDO") as our independent auditor and appointed WithumSmith +Brown, P.C.
as the new auditor of our consolidated financial statements.  This change
was approved by the Board of Directors upon recommendation of the Audit
Committee.


BDO's report for the fiscal years ended September 30, 2001 and 2000
did not contain any adverse opinion, disclaimer of opinion, and was not
qualified or modified as to any uncertainty of the audit's scope or
accounting principles.



	PART III

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

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

Name                           Age                     Position

Maurice R. Lawruk               71                     Chairman of the
                                                       Board of Directors,
                                                       and Director

Bobby R. Adkins (1) (2)         56                     President and Chief
                                                       Executive Officer and
                                                       Director

Alice F. Buford (2)             54                     Director

James R. Affleck, Jr. (1)       62                     Director and
                                                       Vice President,
                                                       Assistant Treasurer,
                                                       and
                                                       Assistant Secretary

Richard W. Brant, M.D.          32                     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 18, 2002 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, 2002:

I.	SUMMARY COMPENSATION TABLE

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

Bobby R. Adkins, President, (a)         2002    100,485   -0-        -0-
Chief Executive Officer                 2001    100,100   -0-      42,019

(a)  Other compensation during 2001 is a fee for management of RTB/AS,
which ceased being consolidated as of October 1, 2001.

COMPENSATION OF DIRECTORS

The Board, in 1994, suspended indefinitely any compensation for
Directors, and none had been paid to, or accrued for, any Director since
that date.  In May 2002 the Board voted to reinstate compensation for
Directors effective May 1, 2002 at an annual rate of $12,000, plus $500 per
meeting.  Fees totaling $32,500 were paid to Directors through September
30, 2002.



<TABLE>

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

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

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

</TABLE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management

The following tables set forth, as of September 30, 2002, 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.


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

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

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

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

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

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


(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 2002.

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,
2002, 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 2002, we made no payments on these loans, and $883,000 of interest
expense was recorded against these loans of which none was paid.  During
fiscal year 2001, we made no payments on these loans, and $1,351,000 of
interest expense was recorded against these loans of which none was paid.
 At September 30, 2002, we have $7,480,000 of accrued interest due to
Transtech recorded on the balance sheet.  On January 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, 2004.  As a result, the
principal and accrued interest on these notes have been classified as long-
term obligations at September 30, 2002.

In July 1996 b-Fast purchased a 1975 Cessna Citation 500 aircraft
owned by Brant for $708,000.  As part of the purchase agreement b-Fast
agreed to make monthly payments directly to Cessna Corporation on the
existing loan.  In August 1997 one of the airplane's engines required an
overhaul which cost $240,000.  Mr. Brant increased the note with Cessna by
$200,000 and personally paid the additional $40,000, with the $240,000
being charged to a fixed asset account.  At September 30, 2001, the balance
of the loan due Cessna was $657,000.  This obligation was satisfied when
this aircraft was sold in January 2002.

Prior to the purchase of the King Air, we periodically used an
aircraft owned by Valley Air for travel by our employees, primarily
management.  Valley Air billed b-Fast an hourly rate based on flight time.
 The President and Chief Executive Officer of Valley Air is Lawruk.  During
2001 we were billed $32,000 for use of the aircraft.  We have not used the
aircraft since March 2001.

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 $130,000 at September 30, 2002.


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.  The consolidated balance sheet at September 30, 2002,
includes a reserve for advances and loans to affiliates of $2,149,000.

	As of September 30, 2002, the Company has a payable to RTB/AS in the
amount of $132,000 included on the balance sheet in accrued expenses-other.

	RTB/AS recorded $252,000 of interest income in fiscal 2002 related to
a note receivable from Mrs. Brant.  The balance of the note receivable as
of September 30, 2002 was $4,265,000.

	 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,
2002 was $19,000.

In January 2002, Adkins loaned the b-Fast $75,000, interest free.  The
loan was repaid in February 2002.

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.  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.


	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.

June 24, 2003

				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           June 24, 2003
                                  and Director

/s/ Bobby R. Adkins
Bobby R. Adkins                   Director                        June 24, 2003

/s/ James R. Affleck, Jr.
James R. Affleck, Jr.             Director                        June 24, 2003

/s/ Alice F. Buford
Alice F. Buford                   Director                        June 24, 2003

/s/ Richard W. Brant, M.D.
Richard W. Brant, M.D.            Director                        June 24, 2003

































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.

June 24, 2003


/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.

June 24, 2003

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


	b-FAST CORP.
	AND SUBSIDIARY COMPANIES
	Form 10-KSB
	Item 7

	Index of Financial Statements



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

                                                                  Page

Report of Independent Auditors                                    S-2

Consolidated Balance Sheet at                                     S-4
September 30, 2002

Consolidated Statements of Operations                             S-6
	for the years ended September 30, 2002
and 2001

Consolidated Statements of                                        S-7
Stockholders' Deficiency for the years
ended September 30, 2002 and 2001

Consolidated Statements of Cash Flows                             S-8
for the years ended September 30, 2002
and 2001

Notes to Consolidated Financial Statements                       S-10



	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, 2002, and the related consolidated statements
of operations, stockholders' deficiency and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of b-Fast Corp. and
subsidiaries as of September 30, 2002, and the results of their operations and
their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As more fully described in Note C
to the financial statements, the Company has a working capital deficit of
$2,460,000 and a stockholders' deficiency of $21,971,000 as of September
30, 2002.  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.


Newtown, Pennsylvania
May 16, 2003



(This page intentionally left blank)


	b-Fast Corp. and Subsidiaries
	CONSOLIDATED BALANCE SHEET
	September 30, 2002

(Dollar amounts in thousands)



ASSETS

CURRENT ASSETS
Cash                                                            $  148
Customer receivables, less allowance for
doubtful accounts of $22                                           307
Inventories                                                         28
Prepaid expenses and other current assets	    	           118


TOTAL CURRENT ASSETS                                               601


PROPERTY AND EQUIPMENT
Transportation equipment                                         1,576
Machinery and equipment                                            177
Furniture and fixtures                                              87
Leasehold improvements                                              38

                                                                 1,878
Less:  Accumulated depreciation
    and amortization                                               489

PROPERTY AND EQUIPMENT, NET                                      1,389


OTHER ASSETS
Equity in unconsolidated subsidiary                              6,970

TOTAL ASSETS                                                    $8,960



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


	b-Fast Corp. and Subsidiaries
	CONSOLIDATED BALANCE SHEET - CONTINUED
	September 30, 2002
(Dollar amounts in thousands)

LIABILITIES

CURRENT LIABILITIES
Current maturities of long term debt-affiliate                $     19
Current maturities of long term debt-other                         108
Accounts payable-trade                                             153
Accrued expenses
Fuel taxes                                                         850
Interest and penalties - fuel taxes                              1,427
Other                                                              504


TOTAL CURRENT LIABILITIES                                        3,061

LONG TERM OBLIGATIONS, less current maturities
Affiliate debt                                                  14,882
Affiliate interest                                               7,480
Other debt                                                       1,383

TOTAL LONG TERM OBLIGATIONS                                     23,745

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 - $4,125)                                4,125

STOCKHOLDERS' DEFICIENCY
Preferred stock - authorized, 1,000,000 shares
of no par value, 500,000 shares designated Series B
Cumulative convertible preferred stock		-
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                                       3,919
Accumulated deficit                                            (36,358)
                                                               (21,734)

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

TOTAL STOCKHOLDERS' DEFICIENCY                                 (21,971)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                $  8,960

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)




                                                     2002              2001

NET SALES                                         $ 2,806           $ 2,711


COSTS AND EXPENSES
Cost of sales                                       1,084             1,285
Departmental costs, net of
EPA expense reimbursements and impairment
loss of $314 and $122, respectively in 2001         2,072             1,683
Administrative costs                                  721               655

                                                    3,877             3,623

LOSS FROM OPERATIONS                               (1,071)             (912)

Equity in income of unconsolidated subsidiary         237                 -
Interest expense - affiliates                        (902)           (1,415)
Interest expense - other                             (184)             (109)
Interest and penalty - fuel taxes                    (610)                -
Other income (expense), net                            (7)               20

LOSS BEFORE INCOME TAXES                           (2,537)           (2,416)
Income tax expense                                      -              (300)

NET LOSS                                           (2,537)           (2,716)

Preferred dividends                                  (138)             (138)

Accretion of preferred stock                            -               (38)

Net loss applicable to common stockholders        $(2,675)          $(2,892)


Net loss per share applicable to common stockholders:
Basic and Dilutive                                $  (.33)          $  (.34)

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, 2002 and 2001

(Dollar amounts in thousands)



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

                       <c>         <c>       <c>              <c>    <c>        <c>          <c>      <c>       <c>
Balance at
September 30, 2000         -     $     -      8,070,052   $10,705     $4,233     $(31,105)    72,000   $(237)  $(16,404)
Accretion of redeemable
preferred stock            -           -          -            -         (38)       -           -        -          (38)
Dividends on
preferred stock            -           -          -            -        (138)       -           -        -         (138)
Net loss                   -           -          -            -          -        (2,716)      -        -       (2,716)


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                   -           -          -            -          -        (2,537)      -         -      (2,537)


Balance at
September 30, 2002         -      $    -      8,070,052   $10,705     $3,919     $(36,358)    72,000   $(237)  $(21,971)


</TABLE>
The accompanying notes are an integral part of these consolidated statements.

                               b-Fast Corp. and Subsidiaries
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                           For the years ended September 30, 2002 and 2001

(Dollar amounts in thousands)



                                                      2002             2001

CASH FLOWS FROM OPERATING ACTIVITIES


Net loss                                           $(2,537)          $(2,716)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization                          166               211
Reserves on advances to affiliates, net                 -                 18
Equity in income of unconsolidated subsidiary         (235)                -
Write-down of asset held for sale                       -                122
Gain on the sale of FBO operations                      -                (14)
Change in assets and liabilities:

 (Increase) decrease in accounts receivable           (136)              261
 Decrease in inventory                                   7                24
 (Increase) in prepaid expenses and
 other current assets                                  (57)              (25)
 (Decrease) in accounts payable-trade                  (53)             (311)
 Increase in accrued expenses                          319               103
 Increase in accrued interest - affiliate              884             1,351

Net cash used in operating activities               (1,642)             (976)


CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                     (32)             (162)
Change in restricted cash                              441               (20)
Return on investments in unconsolidated subsidiary
 and repayments of advances to
 affiliated entities                                 1,279             1,324
Proceeds from the sale of assets held for sale          95                 -
Proceeds from the sale of FBO operations                -                150

Net cash provided by investing activities            1,783             1,292




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, 2002 and 2001

(Dollar amounts in thousands)



                                                          2002         2001

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long term debt-officer        $  75         $ 116
Proceeds from issuance of long term debt-other              3             -
Principal payments of long term debt-affiliate           (114)         (212)
Principal payments of notes payable-other                (226)         (121)

Net cash used in financing activities                    (262)         (217)

Net increase (decrease) in cash and cash equivalents     (121)           99
Cash and cash equivalents at beginning of year            269           177

Cash and cash equivalents at end of year                $ 148         $ 276


Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest                                                $ 203         $ 172



Supplemental Schedule of Non-cash Investing and Financing Activities
Dividends on the Company's preferred stock were accrued in the amount
of  $138 in  2002 and 2001.  Accretion on the Company's preferred stock
          was accrued in the  amount of $38 in 2001 and $0 in 2002.
         Accretion was completed during 2001.

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.

During the year ended September 30, 2001, transportation equipment with
a cost of $1,435 was financed through long term debt.














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 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 forbearance
from the Company from collection on the amount outstanding under the
line of credit.

Given the significant losses incurred and the financial condition of
Inc. management 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 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.  The consolidated balance sheet at September 30,
2002 includes on aggregate reserve for such advances and loans to
affiliates of $2,149.

RTB/AS, L.L.C.

In March 1999, Brant entered into an agreement to purchase a 30%
ownership interest in an auto racing entity for $9,875 principally
with funds received from a majority owned subsidiary 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.

As of October 1, 2001, the Company determined that while it continues
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.  The prior year financial statements have not
been restated.  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.

Pro Forma Consolidated Financial Information - Unaudited:

The accompanying consolidated statements of operations do not include
any revenue or expense of RTB/AS after October 1, 2001.  The pro forma
results, assuming the transaction occurred October 1, 2000 are as
follows:


                                                 Year ended September 30, 2001

(in thousands, except per share amounts)
Net sales
                                                                 $2,711

Net loss applicable to common stockholders                       $2,844

Basic and diluted net loss per share applicable
to common stockholders                                            $(.33)


As described above, the Company began accounting for RTB/AS under the
equity method of accounting on October 1, 2001.



NOTE C - GOING CONCERN

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

At September 30, 2002, the Company had a working capital deficiency of
$2,460 and a stockholders' deficiency of $21,971.  Also, the Company
incurred a net loss of $2,537 in 2002.  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 in
and advances to affiliated entities, and existing capital reserves are
insufficient to fully develop its business plan.  The Company will have to
raise additional funds, either through debt or equity offerings, in order
to implement its business expansion and acquisition strategies. The Company
has not yet engaged professional advisors for this purpose.  If adequate
funds are not available, the Company may be required to curtail its
operations.  There can be no assurance the Company can be returned to
profitability or maintained as a going concern.

As discussed in Note G - Financing Arrangements, Note Modification, a
substantial portion of the Company's outstanding debt is 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 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.  However, until the Company is current with its
reporting obligations under the Securities Exchange Act of 1934, as amended
("1934 Act"), additional registered shares of common stock will not be
issued and these proposals cannot be implemented.  The Company plans to
complete all necessary filings in order to enable the Company to effect the
registration of additional shares of common stock and to be in compliance
with the 1934 Act.

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

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

1.	Principles of Consolidation

The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries.  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.	Restricted Cash

At September 30, 2001, restricted cash of $441 was being held in
escrow for potential EPA cleanup costs related to the Company's former
FBO located in Chicago, Illinois.  The escrow agreement related to the
EPA cleanup expired in March 2002, and $445 was returned to the
Company.

3.	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.

4.	Property, Equipment, Depreciation and Amortization

Property, equipment and significant improvements to existing assets
are stated at cost.  Depreciation is provided principally using the
straight-line method over the estimated useful lives of the assets
ranging from 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 $166 and $211 for the years
ended September 30, 2002 and 2001, respectively.

5.	Revenue Recognition

All revenue is recognized as goods and services are provided.

6.	Department Costs

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

7.	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 exercise
of stock options and 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 stock options
and 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, 2002 and 2001.

8.	Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of the
assets may not be recoverable based on undiscounted estimated future
operating cash flows.  The amount of the impairment recognized is the
difference between the carrying value of the asset and its fair value.

The Company's 1975 Cessna Citation 500 airplane was sold on January
25, 2002 for $730.  The net book value of the aircraft was greater
than the selling price.  Therefore management recognized an impairment
write-down of $122 included in departmental costs for the year ended
September 30, 2001.

9.	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, 2002, 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 2002, the Company had one customer
that aggregated approximately 20% of net sales.  During fiscal 2001
the same customer aggregated approximately 26% of net sales.  As of
September 30, 2002, one customer accounted for 24% and one other
customer accounted for 16% of the September 30, 2002 accounts
receivable balance.

10.	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.

11.	Income Taxes

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


12.	Recent Accounting Pronouncements

The FASB recently issued FASB Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets."  The new guidance
resolves significant implementation issues related to FASB Statement
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of."  Statement 144 is effective for
fiscal years beginning after December 15, 2001.  The Company adopted
the provisions of SFAS No. 144 as of October 1, 2001 and the adoption
of SFAS No. 144 had no impact on the Company's financial position or
results of operations.

In June 2002, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard 146, "Accounting for Exit
or Disposal Activities" SFAS No. 146. This statement addresses
financial accounting and reporting for costs associated with exit or
disposal activities and requires that a liability be recognized when
it is incurred and should initially be measured and recorded at fair
value.  This statement is effective for exit or disposal activities
that are initiated after December 31, 2002 and management does not
expect the adoption to have an impact on the Company's consolidated
financial position or results of operations.

In November 2002, the Financial Accounting Standards Board issued
Interpretation No. 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." FIN No. 45 addresses the disclosures to be
made by a guarantor in its interim and annual financial statements
about its obligations under certain guarantees that it has issued.
 Under Fin No. 45 recognition and initial measurement provisions are
applicable on a prospective basis to guarantees issued or modified
after December 31, 2002, irrespective of the guarantor's fiscal year
end.  The adoption of FIN No. 45 is not expected to have a significant
impact on the Company's consolidated financial position or results of
operations.
In January 2003, the Financial Accounting Standards Board issued
Interpretation on No. 46 "Consolidation of Variable Interest
Entities." FIN 46 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 applies immediately
to variable interest entities (VIE) created after January 31, 2003,
and to VIE's in which an enterprise obtains an interest after that
date.  It applies in the first fiscal year or interim period beginning
after June 15, 2003, to VIE's in which an enterprise holds a variable
interest that it acquired before February 1, 2003.  FIN No. 46 applies
to public enterprises as of the beginning of the applicable interim
or annual period.  The adoption of FIN No. 46 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.
Since the Company has already classified it's Series A Cumulative
Convertible Preferred Sock outside its stockholders' deficiency
section, the Company does not believe that the adoption of SFAS 150
will have a material impact upon the Company's financial statements.

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

        Balance Sheets                                              As of
        (in thousands)                                        September 30, 2002

	Assets
        Cash                                                         $461
        Investments                                                 2,322
        Note Receivable - Member                                    4,265
        Advance Receivable - Member                                   132
           Total assets                                            $7,180
	Liabilities and members' equity
        Payable to Member                                            $ 77
        Accounts Payable                                                4
        Member's Capital                                            7,099
           Total liabilities and members' equity                   $7,180

        Statement of Operations                                  Year ended
             (in thousands)                                September 30, 2002


        Revenues                                                   $237

        Net income                                                 $237



NOTE F - INVENTORIES

Inventories at September 30, 2002 were comprised of:

Gycol (deicer)                                                      $20

Fuel                                                                  8
                                                                    $28

NOTE G - FINANCING ARRANGEMENTS
                                                          Affiliate     Other

Long-Term Debt Schedule at September 30, 2002

Affiliate - Unsecured demand notes bearing interest
at prime +2% (6.75% at September 30, 2002).
(See note modification below.)                             $ 7,972       $--

Affiliate - Installment note bearing interest
at prime (4.75% at September 30,
2002).  Quarterly payments of $300 plus
interest beginning October 1999, and
is collateralized by a first priority
interest assignment or lien on certain
leasehold interests, equipment,
accounts receivable, and inventory.  The Company
has not met its scheduled payment obligations
under this note.  (See note modification below.)             6,910        --

Installment note bearing interest at
prime +1.75% (6.5% at September 30, 2002)
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, Brant
and their respective spouses have guaranteed
repayment of this note.                                        --        130

Installment note bearing interest at prime - 0.5%
 (4.25% at September 30, 2002) 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.                                       --      1,356

Other
                                                               19          5
                                                           14,901      1,491

Less: Current maturities of long term debt
                                                               19        108




Long-term debt                                            $14,882     $1,383





Annual maturities of long-term debt at September 30, 2002 are as follows:

                                Year ending
                                September 30,
                               2003          $127
                               2004        14,990
                               2005           108
                               2006            74
                               2007            80
                               Thereafter   1,013
                                          $16,392

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 $10 outstanding on the line of
credit at September 30, 2002.  See Note I.3 for additional environmental
matters.

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, 2002 is $2,180.

Note Modification

The last note modification called for the recommencement of principal and
interest payments to begin on March 20, 2003.  On January 7, 2003, the
Company entered into a Note Modification Agreement with an Affiliate
whereby the affiliate has agreed to extend the repayment terms on the
principal and all accrued but unpaid interest thereon until March 20, 2004.
 As a result, the principal and accrued interest on these notes has been
classified as long-term obligations at September 30, 2002.

NOTE H - INCOME TAXES

The Company has net operating loss carryforwards aggregating $21,682 at
September 30, 2002 expiring through 2021.  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 $14,236 at September 30, 2002, 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
                                                                 2002
       Net deferred income tax assets:
         Net operating loss carryfowards                        $ 8,673
         Accrued interest                                         2,992
         Reserves on advances to affiliates                         897
         Accruals for fuel and other taxes                          942
         Investment in subsidiary                                   911

         Other
                                                                   (179)

                                                                 14,236
         Valuation allowance                                    (14,236)
         Net deferred income tax asset                      $        -

The valuation allowance increased by $1,470 during the year ended September
30, 2002.

NOTE I - COMMITMENTS AND CONTINGENT LIABILITIES

1.	Lease Commitments

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

Future minimum lease payments for all non-cancelable operating leases
having a term in excess of one year at September 30, 2002 are as
follows:

                  Year ending
                 September 30,
                  2003        $156
                  2004         156
                  2005         156
                  2006         156
                  2007         105
                              $729

Rental expenses for all operating leases for each of the years ended
September 30, 2002 and 2001 were $391 and $421, 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 $54 and $30, for the years
ended September 30, 2002 and 2001.

2.	Litigation

b-Fast is aware of only one action pending against the Company.  That
matter, initiated by the taxing authority of the State of New York is
discussed in more detail in the following paragraph.  In addition, it
is possible that there are unasserted, potential claims against the
Company.  Such claims may be asserted in the future.  It is not
uncommon for the Company to encounter litigation as a result of
general business operations.

From December 1994 through December 1996, the Company received
quarterly tax assessments from the State of New York for periods from
September 1991 through November 1993 ("Assessments"). The Company had
ceased doing business in New York in November 1993. The assessments
resulted from an audit performed in September 1994, and originally
totaled approximately $1,668 including interest and penalties. The
Company had recorded a charge of $1,668 for principal ($850) and
interest and penalties thereon ($818) in fiscal years prior to
September 30, 1999. On November 7, 2001, an Administrative Law Judge
sustained the original fuel tax Assessments.  Together with penalties
and interest. The Company appealed this decision.  On September 12,
2002, the State of New York, Tax Appeals Tribunal affirmed the
Administrative Law Judge and sustained the assessment, together with
penalties and interest in the amount of $2,277 in aggregate.
Therefore, the Company recorded an additional expense of $610 in
fiscal 2002.  On January 10, 2003, the Company's period of appeals
expired.  The Company intends to utilize the Offer in Compromise
Program established by the New York State Department of Taxation and
Finance to possibly resolve the liability at a reduced amount.  The
Company is unable to predict if 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, 2002.

At September 30, 2002 the Company has included in its financial
statements an accrual for environmental remediation of $104.  Based
on estimates by the engineering firms conducting the remediation
projects, the Company has sufficient reserves should any additional
problems arise during remediation.  The Company, in addition, is
reimbursed by the Wisconsin Petroleum Environmental Cleanup Fund for
substantially all remediation expenses incurred.  The accrual of $104
has not been reduced by any expected future reimbursements from
Wisconsin.

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


NOTE J - SAVINGS PLAN

The Company has an "Employees Tax Sheltered Retirement Plan."  Employees
who have completed one year with a minimum of 1000 hours of service are
eligible to participate.  To participate the employee must make
contributions to the plan through salary reduction pursuant to Section
401(K) of the Internal Revenue Code.  The Company matches contributions in
an amount equal to 25% of the first 2% contributed by the employee.  The
Company's contributions to the plan for the years ended September 30, 2002
and 2001 were not significant.

NOTE K - CAPITAL STRUCTURE AND STOCK OPTIONS

Authorized Shares

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


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
full accrued dividends have been paid on all outstanding shares, and also,
if such redemption would reduce working capital below $9,000 or cash below
$1,500.  At September 30, 2002, the Company had accrued and unpaid
dividends totaling $2,180 ($15.12 per share), a working capital deficiency
of $2,460, and a cash balance of $148.  The accrued and unpaid dividends
on the series A preferred stock are included in Redeemable Preferred Stock.
 No dividends were paid in 2002 or 2001.  The Company's obligation to
redeem shall be cumulative.

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

At September 30, 2002, the Company has reserved 739,320 shares of common
stock for the conversion of outstanding Series A preferred stock.

The following is a schedule of the changes in Redeemable Preferred Stock
for the years ended September 2002 and 2001.
                                         Series A
                                         Shares                  Amount

Balance September 30, 2000               144,185                 $3,811
Accretion of Series A
  Preferred Stock                            -                       38
Dividends                                    -                      138
Balance September 30, 2001               144,185                  3,987
Dividends                                   -                       138
Balance September 30, 2002               144,185                 $4,125

Stock Options

The Company adopted a Stock Option Plan in September 1989 to extend for a
period of ten years.  The options and related stock appreciation rights
granted under this plan generally vested over three years and expired 10
years after granting.  At September 30, 2001, fully vested options
exercisable totaled 20,000 with an average exercise price of $0.16 per
share.  The plan terminated in September 1999 since no action was taken by
the Board of Directors to extend it.  The 20,000 options expired in
September 2002 under the 10-year rule, and there are no outstanding options
remaining at September 30, 2002.

NOTE L - RELATED PARTIES


In May 1994 Triton Energy Corporation (Triton) sold the majority of its
equity in the Company to Transtech.  (See Note G, Long Term Debt-
Affiliate.)  At September 30, 2002, 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, 2002,
in the form of notes that were purchased from Triton.  During fiscal 2002,
the Company made no payments of the loans, and $883 of interest expense was
recorded against these loans of which none was paid.  During fiscal year
2001 the Company made no payments of the demand loans, and $1,351 of
interest expense was recorded against these loans of which none was paid.
 At September 30, 2002, the Company has $7,480 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, 2002 was $19.

In July 1996 the Company purchased a 1975 Cessna Citation 500 aircraft
owned by Brant for $708.  As part of the purchase agreement the Company
made monthly payments directly to Cessna Corporation (Cessna) on behalf of
Brant on the existing loan.  In August 1997 one of the airplane's engines
required an overhaul, which cost $240.  Mr. Brant increased the note with
Cessna by $200 and personally paid the additional $40, with the $240 being
charged to a fixed asset account.  In January 2002 the Company sold the
aircraft and paid the loan in full.

The Company periodically used an aircraft owned by Valley Air Services,
Inc. (Valley Air) for travel by its employees, primarily management.
Valley Air billed the Company an hourly rate based on flight time.  The
President and Chief Executive Officer of Valley Air was Brant.  After the
death of Brant, his position was assumed by Maurice Lawruk.  The Company
was billed $0 and $32, respectively, for use of the aircraft during fiscal
2002 and 2001.  The aircraft has not been used since March 2001.

In January 2002, Adkins loaned the Company $75, interest free.  The Company
repaid the loan in February 2002.

As of September 30, 2002, 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 $252 of interest income in fiscal 2002 related to a note
receivable from Mrs. Brant.  The balance of the note receivable as of
September 30, 2002 was $4,265.

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



NOTE M - SUBSEQUENT EVENTS

After Brant's death on June 28, 2000, his 30% ownership in the auto racing
entity became part of his estate.  By December 2002, the estate was settled
and the ownership was transferred to his widow, Mrs. Brant.  In April 2003,
Mrs. Brant sold 24% of her ownership in the auto racing entity plus an
option on an additional 15%.  Relating to this sale, RTB/AS received $2,747
on May 1, 2003, with $1,008 of that total being a principal payment on the
$4,265 note receivable from Mrs. Brant.








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)

(99.9)	   Certification of Chief Executive Officer and Chief     p. 56
	   Financial 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.