SecProbe.io

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Mail Stop 0407

      							May 9, 2005

Via U.S. Mail and Fax (570-414-0517)
Mr. Ronald Ricciardi
President and Chief Executive Officer
FBO Air, Inc.
9087 E. Charter Oak

	RE:	FBO Air, Inc.
      Form 10-KSB for the fiscal year ended December 31, 2004
		Filed March 29, 2005
		File No. 333-56046

Dear Mr. Ricciardi:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Where indicated, we think
you
should revise your documents in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the fiscal year ended December 31, 2004

Report of Independent Registered Public Accounting Firm, F-2

1. Have your auditors sign the report of independent registered
public accounting firm.

Item 8A - Controls and Procedures, page 18

1. We note that you have not disclosed whether your principal
executive officer and principal financial officer evaluated your
disclosure controls and procedures or whether they concluded that
those disclosure controls and procedures were effective.  Please
revise to state clearly whether or not your principal executive
officer and principal financial officer evaluated your disclosure
controls and procedures as required by Rule 13a-15(b) and, if so,
whether or not they concluded that your disclosure controls and
procedures were effective, as required by Item 307 of Regulation
S-B.

2. If your principal executive officer and principal financial
officer determined that your disclosure controls and procedures
were
effective, please revise to explain the basis for their
conclusion,
in view of the material weaknesses in your internal control over
financial reporting that your principal executive officer has
identified.

*    *    *    *

      As appropriate, please amend your Forms 10-K and 10-Q and
respond to these comments within 10 business days or tell us when
you
will provide us with a response.  You may wish to provide us with
marked copies of the amendment to expedite our review.  Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Inessa Berenbaum, Staff Accountant, at (202)
551-3371 or Kyle Moffatt, Accountant Branch Chief, at (202) 551-
3836
if you have questions regarding comments on the financial
statements
and related matters.  Please contact me at (202) 551-3810 with any
other questions.

							Sincerely,

							Larry Spirgel
							Assistant Director

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Mr. Ronald Ricciardi
FBO Air, Inc.
May 9, 2005
Page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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