SecProbe.io

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FBO Air, Inc.
101 Hangar Road
Avoca, PA 18641
(570) 414-1400

Mail Stop 0407

VIA FEDERAL EXPRESS AND EDGAR

June 27, 2005

Mr. Larry Spirgel
Assistant Director
Division of Corporate Finance
United States Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549-0407

Re:      FBO Air, Inc.
         Form 10KSB for the Fiscal Year Ended December 31, 2004 Filed on March
         29, 2005 and Form 10-KSB/A filed on June 1, 2005

         Form 10-QSB for the Fiscal Quarter Ended March 31, 2005
         Filed on May 23, 2005

         File No. 333-56046

         We are in receipt of your comment letter dated June 13, 2005 and we
wish to provide you the following response to your comments:

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

      1.    We acknowledge that:

            o     the Company is responsible for the adequacy and accuracy of
                  the disclosure in the filings;
            o     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
            o     the Company may not assert staff comments in any defense in
                  any proceeding initiated by the Commission or any person under
                  the federal securities laws of the United States.

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Mr. Spirgel
June 27, 2005
Page 2

Form 10-KSB for the Fiscal Year Ended December 31, 2004
Item 8A Controls and Procedures, page A-6

Form 10-QSB for the Fiscal Quarter Ended March 31, 2005
Item 3 Controls and Procedures, page 32

      2.    In reference to our disclosures in Item 8A Controls and Procedures
            of our Form 10-KSB/A, as filed on June 1, 2005 and our Item 3
            Controls and Procedures of our Form 10-QSB, as filed on May 23,
            2005, we confirm to you and to the Commission that, except as we
            have described in these above referenced filings with you, that
            there was no change in our internal control over financial reporting
            that occurred during our fourth fiscal quarter ended December 31,
            2004 and our first fiscal quarter ended March 31, 2005 that has
            materially affected, or is reasonably likely to materially affect,
            our internal control over financial reporting.

Form 10-QSB for the Fiscal Quarter Ended March 31, 2005
Note 10 - Convertible Notes, Page 14

      3.    You have asked that we explain to you how we considered Issue 7 of
            EITF 00-27 with regard to the beneficial conversion feature for our
            $400,000 of convertible notes, which on March 31, 2005, were
            converted into 4,018,375 shares of our common stock.

            Background
            Issue 7 of EITF 00-27 provides guidance to companies whereupon at
            the commitment date, due to certain contingent terms in the
            conversion option, the company would not be able to calculate the
            number of shares that would be received upon the conversion. Issue 7
            further provides that in the case where there is such a contingent
            event, that the company would wait until that contingent event
            occurs and then record an adjustment to the beneficial conversion
            feature discount amount.

            Our response
            Based upon the facts and circumstances affecting the conversion of
            our convertible notes, the number of shares that were issued upon
            conversion were equal to the number of shares known to us at the
            time the convertible notes were issued. As such, at March 31, 2005,
            the date of conversion of such convertible notes into shares of
            common stock, there is no beneficial conversion discount under Issue
            7 of EITF 00-27.
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Mr. Spirgel
June 27, 2005
Page 3

Please call Howard Yeaton (201) 970-3951, Robert Berend (212) 909-9602 or myself
(570) 414-1400-3400 if you have any questions.

Very truly yours,

/s/ Ronald J. Ricciardi
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Ronald J. Ricciardi

President, CEO and Chief Financial Officer

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