SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 0407

      							June 13, 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
Scottsdale, AZ  85260

	RE:	FBO Air, Inc.
      Form 10-KSB for the Fiscal Year ended December 31, 2004
		Filed March 29, 2005

      Form 10-QSB for Fiscal Quarter Ended March 31, 2005
		File No. 333-56046

Dear Mr. Ricciardi:

      We have reviewed your supplemental response letter dated
June
1, 2005 as well as your amended filing and have the following
comments.  As noted in our comment letter dated May 9, 2005, we
have
limited our review to your financial statements and related
disclosures and do not intend to expand our review to other
portions
of your documents.

Form 10-KSB for Fiscal Year Ended December 31, 2004

General

1. In our prior comment letter dated May 9, 2005, we requested
that
the Company provide, in writing, a statement 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.

Please furnish the requested statement in your response.

Item 8A.  Controls and Procedures, page A-6

2. We note your disclosure that "[t]here have been no significant
changes in our internal controls over financial reporting during
the
year ended December 31, 2004."  Item 308(c) of Regulation S-B
requires the disclosure of any change in your internal control
over
financial reporting identified in connection with an evaluation
thereof that occurred during your last fiscal quarter (or your
fourth
fiscal quarter in the case of an annual report) that has
materially
affected, or is reasonably likely to materially affect, your
internal
control over financial reporting.  Please confirm for us
supplementally that except as you described above, there was no
change in your internal control over financial reporting that
occurred during your fourth fiscal quarter ended December 31, 2004
and your first fiscal quarter ended March 31, 2005 that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting, and provide the
disclosure required by Item 308(c) of Regulation S-B in future
filings.

Form 10-QSB for the Fiscal Quarter Ended March 31, 2005

Note 10 - Convertible Notes, page 14

3. We note that on March 31, 2005, the holders converted the
entire
$400,000 convertible notes into 4,018,375 shares of common stock.
Tell us how you considered Issue 7 of EITF 00-27 with regard to
beneficial conversion feature for these convertible notes.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  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 if you have any
other
questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

??

??

??

??

Mr. Ronald Ricciardi
FBO Air, Inc.
June 13, 2005
Page 3

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>