SecProbe.io

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Mail Stop 03-05

November 24, 2004

Via U.S. Mail and Fax (214) 979-1123

Andrew Jones
Chief Executive Officer
Pegasus Air Group, Inc.
2708 Fairmount St., Ste. 100
Dallas, TX  75201

Re: 	Pegasus Air Group, Inc.
	Form SB-2, Amendment No. 1 filed November 12, 2004
	File No. 333-118862

Dear Mr. Jones,

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document 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.

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 and 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.

Prospectus Cover Page, page 5
1. We note your response to our prior comment 5.  In each future
amendment, please ensure that the prospectus is dated the day of the
filing.

2. We note your response to our prior comment 7.  Please revise to
highlight the cross-reference on the cover page by bold face type or
other manner.  Refer to Item 501(a)(5) of Regulation S-B.

Outside Back Cover Page of Prospectus
3. We note your response to our prior comment 11.  Please revise to
place the required language on the outside back cover page of the
prospectus in accordance with Item 502, rather than on page 6.

Prospectus Summary, page 6
4. We note your disclosure that you intend to have successfully
completed this offering and received adequate funding to begin the
certification application process within 90 days or after the
extension of the offering.  Please revise to clarify that there can be
no guarantee that you will receive adequate funding from this offering
to begin the Part 135 certification application process.

The Offering, page 7
5. We note your response to our prior comment 15.  In the table,
please expand your disclosure in the last line of the table to explain
that you will have 30,000,000 shares of common stock outstanding after
the offering, assuming all units are sold and all warrants are
exercised.

Summary of Financial Data, page 9
6. Please revise to include financial information for the most recent
interim period presented in your financial statements.

Risk factors, page 9
We could be adversely affected by increases in fuel prices, page 11
7. We note your revision in response to our prior comment 20.  Please
further revise the risk factor subheading to make clear that you may
by affected by fuel price increases once you begin operations.

We may not be able to absorb the expense of being a public company,
page 13
8. We have reviewed your response to our prior comment 17.  In
particular, we note that your management is absorbing the expenses
related to being a public company.  We also note that in the MD&A
section you disclose that any cash funds advanced by your officers and
directors will be in the form of promissory notes or private sales of
restricted common stock.  Please revise to clarify whether management
expects to receive a promissory note or common stock in consideration
for absorbing the expenses related to being a public company.

Capitalization, page 19
9. Please disclose amounts as of the end of the most recent interim
period presented in your financial statements.

Plan of Operation, page 21
Cash Requirements and Need for Additional Capital, page 23

10. Please include your monthly burn rate.
11. We note here that you indicate your officers and directors will
help cover shortfalls.  We also note your disclosure at page 22 that
cash funds advanced to you by your officers and directors will be in
the form of promissory notes or through private sales of common stock.
Please revise the discussion here to include disclosure of the
issuance of promissory notes or issuance of shares for cash advances
or advise.
12. Please indicate, if true, that there is no guarantee that you will
continue to receive funding from your current officers and directors.

Selling Security Holders, page 25
13. We note your response to our prior comment 27.  Please expand your
disclosure to provide a materially complete description of the
circumstances under which William Seminario acquired the securities to
be sold.
14. Supplementally advise us as to whether any selling security
holders are broker-dealers or affiliates of broker-dealers.

Business, page 29
Employees, page 32
15. Please revise to clarify what you mean by "Pegasus founders
stock."

Signatures, page II-4
16. We reissue prior comment 47.  We note that you only have two
officers; however, please revise to have a signature for who is acting
in the capacity of your principal financial officer and your
controller or principal accounting officer.  Refer to Instruction for
Signatures for Form SB-2.

Financial Statements
Notes to Financial Statements
Note A - Significant Accounting Policies, page II-7
17. Refer to our prior comment number 42.  Please explain to us why
the fair value of the services received was estimated and not
determinable by actual amounts billed by the service providers based
on reasonable and customary values for their services.  In this
regard, clearly disclose the basis upon which costs incurred with
unrelated parties and paid with equity instruments have been recorded.

Note B - Stock Issuance, page II-8
18. Please explain to us and clearly disclose why you believe the fair
value of the equity instruments issued was more reliably measurable
than the fair value of the associated services received.

Note C - Related Party Transactions, page II-8
19. Please explain to us and clearly disclose the basis upon which the
fair value of amounts incurred with or donated by related parties was
determined and that you believe such amounts are reasonable.

Interim Financial Statements (Unaudited)
General
20. Please update your financial statements in accordance with Item
310(g) of Regulation S-B.

Notes to Financial Statements, page II-14
21. Please address our comments on your audited financial statements
in the interim financial statements, as appropriate.

Exhibit 5.1, Opinion and Consent of Matthew McCarley, Esq.
22. Please revise to clarify that the selling shareholder shares you
refer to in the paragraph designated "(1)" are common shares.
23. We note your response to prior comment 48.  Please revise to
clarify that your legal opinion also refers to the units and the
common stock that will be issued as part of each unit.  Refer to our
prior comment 48.

24. Refer to prior comment 49.  We note your revision "In accordance
with the applicable law as of October 29, 2004...." As the legal
opinion must speak to the date of effectiveness, either delete the
statement or file an updated opinion at effectiveness.

Exhibit 23.1
25. Include a currently dated consent in any further amended filing.

Closing

As appropriate, please amend your registration statement in response
to these comments.  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 understand that we may
have additional comments after reviewing your amendment and responses
to our comments.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of
the securities specified in the above registration statement.  We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for further review before submitting
a request for acceleration.  Please provide this request at least two
business days in advance of the requested effective date.

You may contact Doug Jones at (202) 824-5368 or Linda Cvrkel at (202)
942-1936 if you have questions regarding comments on the financial
statements and related matters.  Please contact Rolaine Bancroft at
(202) 824-5537 or me at (202) 942-1965 with any other questions.

Sincerely,

							Susan Guerrier
							Attorney-Advisor

Mr. Andrew Jones
November 24, 2004
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